=DJ H-P Trial -4: H-P Believes Hewlett Failed To Prove Claims
In a prepared statement, H-P said "we clearly believe the plaintiffs failed to prove their claims. H-P's management and board members demonstrated over and over again that they acted properly and consistently in the interest of shareowners."
A company spokeswoman added that H-P anticipates launching the merger with Compaq in early May. The company has previously said the merger will launch May 7.
(MORE) DOW JONES NEWS 04-25-02
04:13 PM
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=DJ H-P Trial -5: Boeing CEO Seen As Having Helped Co's Case
The prevailing post-trial sentiment was that a decision in favor of Hewlett's lawsuit is unlikely after his attorneys failed to produce a smoking gun as evidence of its claims.
In his lawsuit, Hewlett charges H-P strong-armed Deutsche Bank into switching its votes in favor of the merger with Compaq and disseminated false financial projections to shareholders concerning the proposed merger.
"I think (Hewlett) needed to have evidence that proved, in no uncertain terms, H-P coerced Deutsche into voting pro-merger at the threat of lost business," said Vicente Amauro, an attorney representing a group of shareholders. "He had no such evidence and I think Chandler will have to rule in favor of H-P. I'd be shocked if (Chandler) ruled otherwise."
Neal began Thursday's session by recalling Fiorina and Wayman, the CFO, and reading excerpts of the last-minute conference call with Deutsche Bank on the day of the vote - the same conference call during which Hewlett's side has alleged H-P strong-armed the bank.
Neal questioned Fiorina on a statement she made to close the call. According to court transcripts, Fiorina ended the March 19 call with members of Deutsche's commercial and asset-management units by saying, "We very, very much appreciate your willingness to listen to us this morning. It's of great importance to the company. It's of great importance to our ongoing relationship. We very much would like your support here."
Fiorina acknowledged she ended the call that way and Neal asked her if "ongoing relationship" was the promise of increased business or the threat of ending the business relationship. Deutsche Bank was retained last year to assist H-P in obtaining votes in support of the merger. H-P agreed to pay Deutsche Bank a $1 million fee and a $1 million bonus should the merger go through.
"'Ongoing relationship' is a phrase I use typically with banks because banks do a lot of business with us and we do a lot of business with them," Fiorina said, adding she made no promise to continue or increase H-P's existing relationship with Deutsche Bank.
Several people in attendance said the ease with which Fiorina explained her statement hurt Hewlett's argument. Many added that the testimony of Boeing Co.'s (BA) Chief Executive Philip M. Condit, who serves on H-P's board of directors, further damaged the plaintiffs' case.
"He was a champ for (H-P)," said Jamie Tyne, a shareholder attending the trial.
Hewlett's side said management kept critical financial information from shareholders and the company's board of directors.
Condit disputed that in his testimony.
"I have never participated in a board that was more fully informed," Condit said. "This merger was based upon the best data I've ever seen."
-Tom Becker; Dow Jones Newswires; 302-656-8830
(END) DOW JONES NEWS 04-25-02
04:37 PM |
