To: Night Writer who wrote (93956 ) 12/5/2001 1:24:39 PM From: Elwood P. Dowd Respond to of 97611 Fiorina makes merger Presentation...... by: skeptically 12/05/01 01:21 pm Msg: 262790 of 262790 ......to The David and Lucile Packard Foundation this week. Walter Hewlett Quantifies Opposition To H-P/Compaq Merger 12/05 11:20 AM (DJ) Story 3630 (CPQ, HWP) WASHINGTON (Dow Jones)--Walter B. Hewlett, the son of Hewlett-Packard Co. (HWP) co-founder William Hewlett, cited Compaq Computer Corp.'s (CPQ) declining share price and other data in documents filed with the Securities and Exchange Commission Wednesday in support of his argument against the proposed merger of the two companies. The documents compare financial statistics for each company, including share prices, market values, consensus earnings estimates, price-to-earnings ratios and pro forma earnings, as of Nov. 30 with the same numbers as of Aug. 31, before the companies' merger announcement. Hewlett again says in the filing he plans to file a proxy statement for the solicitation of proxies from H-P shareholders in connection with the vote on the proposed merger. He didn't say when the proxy statement would be filed. In September, Hewlett-Packard agreed to buy rival Compaq in a stock transaction valued then at $25 billion. Under the terms of the deal, H-P is offering 0.6325 of a share for each Compaq share. Assuming regulatory and shareholder approval, the companies have said they are on track to close the deal by mid-2002. Hewlett says in the filing that between Aug. 31 and Nov. 30, H-P's share price declined 5.3% to $21.99, while Compaq's share price dropped 17.8% to $10.15, reducing the market value of the combined companies by $6.2 billion. On Tuesday, shares of H-P closed at $22.50 and shares of Compaq closed at $10.79. Hewlett contends that, based on earnings estimates, between Aug. 31 and Nov. 31 the price-earnings ratio in Hewlett-Packard's offer for Compaq increased to 92.7 from 22.7 for calendar 2002 and to 39.7 from 16.7 for calendar 2003. In addition, since Aug. 31 the merger has become more dilutive to H-P through the end of 2003 and more accretive to Compaq, based on H-P estimates of pro forma earnings per share, according to Hewlett. As of Aug. 31, the merger was 9.1% dilutive to H-P in 2002 and 10.7% accretive in 2003, compared with 34% dilutive in 2002 and 0.6% dilutive in 2003 as of Nov. 30, the filing said. In comparison, as of Aug. 31, H-P's pro forma EPS per original Compaq share would have been 0.6% dilutive to Compaq in 2002 and 29.9% accretive 2003, versus 163.6% accretive in 2002 and 134.6% accretive in 2003 on Nov. 30. The public opposition to the merger by Hewlett, who along with a foundation in the family name owns about 5% of H-P, has raised questions over whether the merger with Compaq will be completed. H-P's biggest shareholder, the David and Lucile Packard Foundation, which owns about 10% of the company, has said it hasn't yet determined how it will vote. H-P Chief Executive Carly Fiorina reportedly is making a presentation this week about the deal to the foundation's board. -By Robert L. Grant, Dow Jones Newswires; 202 -393 -7851 robert.grant@dowjones.com (END) DOW JONES NEWS 12 -05 -01 11:20 AM