To: Elwood P. Dowd who wrote (94236 ) 12/14/2001 7:00:18 AM From: hlpinout Read Replies (3) | Respond to of 97611 Didn't mean to repeat at post 94250 but I missed your post and could not delete mine it after I found yours. They tricked me by changing the title but not the contents. -- December 13, 2001 Compaq Says Strongly Disagrees With Hewlett Conclusions HOUSTON -- Compaq Computer Corp.'s (CPQ) board said it strongly disagrees with Walter Hewlett's negative conclusions about the proposed merger of the computer maker with Hewlett-Packard Co. (HWP) and is disappointed that both the Hewlett Foundation and the Packard Foundation have decided to oppose the transaction. In a press release Thursday, Compaq's board said in response to a letter from Mr. Hewlett that it has carefully analyzed the short-term and long-term impact of the deal, as well as the strategic implications of the proposed merger, and continues to believe that the combination will provide better market coverage and higher profits than either company would achieve on its own. Compaq said it believes the merger is "well worth the effort," and said it will continue to vigorously encourage shareholders to vote in favor of the transaction. Compaq also said it is confident that the shareholders of both companies will recognize the value of the merger and give their approval. In addition, the board said it is pleased with the execution of the company's present strategy and with its market momentum. Earlier Thursday, former H-P Chairman Richard Hackborn resigned from the board of the Hewlett Foundation, although he will remain a director of H-P, because of Mr. Hewlett's decision to oppose the merger. Walter Hewlett urged the boards of both companies to cancel the planned merger before a shareholder vote in order to avoid "serious and increasing adverse consequences." In September, Hewlett-Packard agreed to buy Compaq in a stock transaction valued at $25 billion.