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News > Deals  
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HP claims victory in Compaq fight
Company says it has enough votes for merger, but an official count will not be completed for weeks.
March 19, 2002: 4:20 PM EST

NEW YORK (CNN/Money) - Hewlett-Packard Co. on Tuesday claimed victory in its proxy fight against dissident director Walter Hewlett over the company's proposed buyout of Compaq Computer Corp., but it will be weeks before an official winner is determined.

HP shareholders began converging before dawn Tuesday at the Flint Center, a symphony hall in Cupertino, Calif., near the company's headquarters, for a special meeting during which the final votes on the contested merger proposal were collected.

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Shortly after that meeting concluded, HP CEO Carly Fiorina, calling the margin "slim but sufficient," said she believed there were enough votes to tip the balance in favor of the deal.

"We are gratified that HP shareowners recognize the compelling strategic and economic benefits of the merger and that a decisive majority of shares not affiliated with the Hewlett and Packard families and foundations appear to have been voted in favor of this transaction," Fiorina said.

Hewlett maintained that the vote remains too close to call.

 
HP CEO Carly Fiorina talks up merger and declares unofficial victory.

"I'm optimistic because the results are unknown, and the margin certainly is razor thin," Hewlett said in a rare press conference Tuesday afternoon.

"In a proxy contest this close, where stockholders are changing their votes right up until the closing of the polls, it is simply impossible to determine the outcome at this time," Hewlett said.

The deal, currently valued at roughly $22 billion, would be the largest ever in the information technology industry. It also has been the subject of a bitter proxy fight spearheaded by Hewlett, the son of one of HP's co-founders and a member of the company's board of directors.

For their part, Hewlett and his allies have argued, among other things, that by buying Compaq (CPQ: up $0.78 to $11.14, Research, Estimates), HP would increase its exposure to less profitable areas such as PCs and low-end servers while jeopardizing its strong position in the printing and imaging business.

Executives of HP (HWP: down $0.45 to $18.80, Research, Estimates) contend that a merger is necessary in order for them to become stronger players in an increasingly competitive and consolidating industry and would yield annual cost savings of $2.5 billion and about a 12 percent improvement in earnings.

A preliminary tabulation from the firm retained to certify the vote is not expected to be released for several weeks.

In the five months since Hewlett launched his fight against the proposed deal, the rhetoric from each side has intensified and become bitterly personal. Although the criticisms started out relatively subdued, they became increasingly pointed in the ensuing battle.

During a recent teleconference, Hewlett suggested Fiorina was incapable of managing such a large business, and said he soon expected to be on the board's search committee for a new top executive that would not be "learning on the job."

HP has attempted to discredit Hewlett, characterizing him as an eccentric whose arguments should not be taken seriously.

HP shareholders line up to vote on company's proposed buyout of Compaq.  
HP shareholders line up to vote on company's proposed buyout of Compaq.

Each side was at Tuesday's meeting trying to sway last-minute voters, but the gathering was really just procedural.

Shareholders did not need to attend the meeting in order to cast their votes. All of HP's shareholders have received voting cards, called proxies, from each side. HP sent out white ones. Hewlett's were green.

Shareholders could fill out and mail in as many cards as they want, but only the last ones count. And counting is what it all comes down to now.

With the vote completed, IVS Associates, the firm whose task it is to certify the vote, will collect the proxies and bring them back to its offices in Newark, Del., to begin the final count.

There, IVS will organize the cards and manually inspect them to determine the validity of each one, making sure that only the latest-dated, valid proxies are part of the final tally. Depending on the number of proxies, that process could take as little as a day or as long as several weeks.

Many investors had voted prior to Tuesday's meeting, but the results will not be official until certified by IVS, a process expected to take at least three weeks.

It also is quite possible that the declared loser will ask to review and challenge the tally, setting the stage for them to scrutinize the validity of each individual proxy by checking things like signatures and dates. That process could drag on even longer.

Once IVS rules on all of the challenges, it would then certify the vote, at which time the losing party has the option of challenging the vote in court.

Compaq shareholders are expected to approve the deal in a similar vote Wednesday.  Top of page






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Most stock quote data provided by BATS. Market indices are shown in real time, except for the DJIA, which is delayed by two minutes. All times are ET. Disclaimer. Morningstar: © 2018 Morningstar, Inc. All Rights Reserved. Factset: FactSet Research Systems Inc. 2018. All rights reserved. Chicago Mercantile Association: Certain market data is the property of Chicago Mercantile Exchange Inc. and its licensors. All rights reserved. Dow Jones: The Dow Jones branded indices are proprietary to and are calculated, distributed and marketed by DJI Opco, a subsidiary of S&P Dow Jones Indices LLC and have been licensed for use to S&P Opco, LLC and CNN. Standard & Poor's and S&P are registered trademarks of Standard & Poor's Financial Services LLC and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC. All content of the Dow Jones branded indices © S&P Dow Jones Indices LLC 2018 and/or its affiliates.