To: Elwood P. Dowd who wrote (94364 ) 12/20/2001 1:47:05 PM From: Elwood P. Dowd Read Replies (1) | Respond to of 97611 HP, Compaq Fire Back at Merger Critics By Lisa Gill, www.NewsFactor.com Computer makers Hewlett-Packard Co. (NYSE: HWP - news) and Compaq Computer Corp. (NYSE: CPQ - news) took aim at critics of their US$22.2 billion merger Wednesday with a detailed 50-page SEC filing and a high-profile ad campaign in hopes of swaying stockholders' sentiments on the deal. Besides offering up a financial roadmap for the two companies, Hewlett-Packard CEO Carly Fiorina and Compaq CEO Michael Capellas took specific issue with Walter Hewlett, son of founder Bill Hewlett, who has detailed his opposition to the merger in letters to Hewlett-Packard and Compaq board members. Wednesday's report offered the first major public defense by the two computer companies against Hewlett's assertions. In their filing, Fiorina and Capellas explained how the merger is expected to save Hewlett-Packard and Compaq nearly US$2.5 billion annually and strengthen their market share in business PCs, printing and Internet devices. Walter Hewlett Targeted Fiorina's and Capellas' report also characterized Hewlett's views on the proposed deal as "simplistic" and "narrow." "We believe his recent opposition selectively ignores the synergies of this transaction, relies on faulty financial assumptions and analyses, and offers no alternatives to address HP's challenges and opportunities," wrote the pair in a letter to Hewlett-Packard investors. The letter also reminded shareholders that Hewlett-Packard family and board members' financial interests may differ from their own. Printers vs. PCs Hewlett detailed his criticisms of the merger in a statement earlier this month, pointing to an expansion of the company's printer, imaging, high-end server and services businesses as being where increased profits should be sought. Hewlett also warned against investment in a weakened PC economy. "The combination would dramatically increase the company's exposure to the unattractive PC business, while reducing stockholders' interest in the profitable printing and imaging business by over one-third," said Hewlett. Other opponents, such as David W. Packard, have reportedly criticized the merger over the anticipated loss of 15,000 jobs. Hewlett and Packard family interests hold 18 percent of Hewlett-Packard stock, and have reportedly said they will vote down the merger. Rousing Public Opinion Hewlett-Packard also placed ads in major U.S. newspapers calling for "change," with an initial ad displaying an early product called an oscilloscope with a tagline asking, "What if we had stopped here?" Alan Promisel, analyst at research firm IDC, told NewsFactor Network that Wednesday's report by Hewlett-Packard and Compaq was an attempt to "drum up public support and use the media to reach out to the investors they really need to convince." "Compaq and Hewlett-Packard are finally taking it to the streets, as the Hewlett and Packard Foundations have," Promisel said. Promisel expected the Hewlett and Packard Foundations, as well as Walter Hewlett, to continue with their own PR campaign, though he said he would be "shocked" if they resorted to taking out advertising in newspapers. Resignations Threaten HP According to published reports, lawyers for Hewlett-Packard denied claims Wednesday that if the deal with Compaq were to fall through, HP would have to replace key management and board positions. Former Hewlett Foundation board member and current HP board member Richard Hackborn had indicated to reporters that such a risk exists. However, HP attorney Larry W. Sonsini filed a letter with the SEC saying those claims were incorrect and misleading.