HP shareholders narrowly approve $20 billion merger

By Brian Bergstein The Associated Press
Wednesday March 20, 2002

CUPERTINO — Hewlett-Packard Co. chief Carly Fiorina claimed victory Tuesday in the nasty proxy fight over the $20 billion purchase of Compaq Computer Corp., saying shareholders narrowly approved what would be the computer industry’s biggest merger. 

Shortly after a two-hour shareholder meeting in which she was booed and dissident director Walter Hewlett got a standing ovation, Fiorina said at a news conference that HP’s proxy solicitor had assured her the company would have enough votes to win. 

“It appears that our shareholders made a choice today, not only to embrace change, but to lead it,” Fiorina said. “We think we have a slim but sufficient margin, and we think it’s important to let people know that.” 

Hewlett, the HP heir who had harshly criticized Fiorina and led a five-month fight against the deal, said the claim of victory was premature. 

“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,” he said. 

HP’s claim came as somewhat of a surprise because, when the day began, nearly one-fourth of HP shares were publicly in Hewlett’s camp and less than 10 percent had come out in favor of the deal. But HP had claimed for a while to have a “silent majority.” 

Still, it will take several weeks to determine the official result of what appeared to be the closest corporate election in years. Independent proxy counters must verify each vote, and each side can challenge whether the proper people signed certain ballots. 

Only after the result is certified can HP and Compaq begin working together. Compaq shareholders are expected to easily approve the deal at a Houston hotel Wednesday. 

“We are very close to making this merger a reality,” said Compaq CEO Michael Capellas, who would be No. 2 at the new HP. 

HP shares fell 45 cents, more than 2 percent, to $18.80 on the New York Stock Exchange, where Compaq jumped 78 cents, 7.5 percent, to $11.14. 

HP and Compaq say the deal is essential for their survival in the consolidating computing industry. They believe that together they can dramatically improve their end-to-end packages for corporate customers, improve their slumping personal-computer divisions and generate $2.5 billion a year in cost savings. 

Hewlett contends HP is overpaying for Compaq, would get bogged down selling low-margin personal computers and services and can’t afford to risk the complex integration of the companies’ huge organizations. 

That disagreement turned into one of the most intriguing episodes in high-tech history, largely because HP is one of Silicon Valley’s marquee institutions and its late founders are still revered as visionary engineers. 

Fiorina, who was hired to lead the giant computer and printer maker in 1999 and ordered to shake the company up, had staked her reputation on the deal and was expected to resign if it failed. 

She had to overcome an initially hostile reaction from Wall Street after the Compaq deal was announced on Sept. 3, and then the opposition of Hewlett and Packard family interests with 18 percent of HP stock. Several large pension funds also opposed the deal. 

“She took a strong position based on what she believed in, and it’s to her credit that she followed through whether she wins or loses,” said Forrester Research analyst Charles Rutstein. “This has been a polarizing battle.” 

With the stakes so high, HP and Walter Hewlett each spent tens of millions of dollars to deluge HP’s 900,000 shareholders with letters, advertisements, telemarketers’ phone calls and multiple ballots. 

“I feel like I stepped out of my life and into an alternative universe, if you will, but it was definitely a cause that needed to be taken up,” Hewlett said after Tuesday’s shareholder meeting. 

Most investors already had mailed in their votes before the meeting, but many began lining up at dawn outside a Cupertino auditorium to cast ballots in person and watch Fiorina field questions. 

Gary Masching, who works for HP spinoff Agilent Technologies Inc., wore a green cape — in honor of Walter Hewlett’s green proxy cards — and tapped out a march on a drum while shareholders lined up. 

He said he decided to oppose the deal when HP derided Hewlett as a “musician and academic” without the business acumen to question the Compaq deal. “I was shocked,” he said. 

Mike Beman, 24, of nearby Los Altos, opposed the deal and came to the meeting to be part of Silicon Valley history. 

“The thing that swayed me was that the Hewlett and Packard foundations are both against it,” he said. “I really respect their opinions over that of the (HP) board.” 

Despite the viciousness of the proxy fight, the shareholder meeting was relatively civil. 

Hewlett spoke briefly from a microphone on the floor of the auditorium, thanking HP’s employees and stockholders for listening to his arguments against the deal. 

“For decades, HP has represented the best of what an American company can be,” Hewlett said, drawing applause from the audience of more than 1,000 shareholders — and Fiorina. No matter how the vote goes, he said, “I think that this has made us a stronger company.” 

When he concluded, he got a standing ovation. Fiorina applauded from her podium on the stage. 

Then shareholders had a chance to question Fiorina. Nearly all the investors who spoke were current or former employees. 

Some complained about how last year’s 7,000 layoffs at the company were handled and the 15,000 more that will come with the Compaq deal. 

When one man asked Fiorina about independent polls that found employees at three HP sites opposed the Compaq acquisition by a 2-to-1 ratio, she responded that internal surveys gave her confidence that most workers company-wide actually support the deal. 

Many in the crowd booed. 

Later, after declaring victory, Fiorina said she hoped to put the rancor of the proxy fight behind the company, and hoped to work with the Hewlett and Packard families in the future. 

When asked what she learned about herself during the contest, she replied: “I learned how much I love this company, and how much I’m willing to fight for what I believe in.” 


On the Net: 

Pro-merger site: http://www.votethehpway.com 

Opposition site: http://www.votenohpcompaq.com