February 2002

Put up or split up: HP calls for a vote on its merger in March

In corporate news from a company whose activities will continue to become less relevant to the majority of the 3000 community, HP announced that its shareholder vote on the Compaq merger will take place on March 19, about a month after the company announces its financial results from the first quarter of 2002. HP did not wait for approval of the merger from US regulatory agencies before setting the vote deadline, the last day you’ll ever hear any more debate about whether HP should buy Compaq for $25 billion.

European regulators okayed the takeover during January, saying that size of a computing company is no guarantee that it will dominate a market, so the merger wouldn’t raise anti-competition concerns with the European Union. Advocates from both sides of the argument tried to use the EU approval as ammunition, with HP saying the approval reflected on the wisdom of the deal, and William Hewlett, Jr., dissident HP director and son of the company’s founder, saying that the EU’s ruling proves becoming bigger won’t help HP to a brighter future.

While both sides mailed proxy cards and passionate letters to shareholders, HP CEO Carly Fiorina began saying the company has more than enough shareholder support to seal the deal, a claim that Hewlett called “patently false” and a violation of US Securities and Exchange Commission law. Market watchers will look for a more substantial claim to victory when Institutional Shareholders Services weighs in around March 1 with its recommendation to HP institutional investors on how to vote.

Plenty of shares remain undecided; ISS gets to vote 3 percent itself on behalf of a client. HP now needs 61 percent of the unvoted shares to be voted for the deal, since Hewlett-Packard’s founding families’ foundations already voted their 18 percent of the stock against the merger. Fiorina said if the deal fails, HP may have to kill off its PC business, and its board and top managers would get a message to move on. Some are already calling for her resignation. The editors of Red Herring, the high-tech investment icon, said in a January editorial that Fiorina should leave regardless of the stock vote’s outcome: “But even if the merger is approved, you should leave,” said the editors in the Jan. 15 issue. “You have badly damaged HP’s morale, organization, and strategy. Please go.”


Copyright The 3000 NewsWire. All rights reserved