To: Night Writer who wrote (95387 ) 2/24/2002 6:15:35 PM From: Elwood P. Dowd Respond to of 97611 ISS to make pivotal decision on HP bid By Scott Morrison in San Francisco Published: February 24 2002 17:43 | Last Updated: February 24 2002 17:48 Institutional Shareholder Services, the proxy advisory firm, could reveal this week whether it supports Hewlett-Packard's $20.7bn bid for Compaq Computer. The recommendation could prove pivotal in the hotly contested proxy battle between HP's management and Walter Hewlett, the dissident board member who has spearheaded opposition to the transaction. Observers say an ISS recommendation against the merger would all but doom HP's proposal, while an ISS nod in favour would provide HP with critical momentum leading up to the March 19 shareholder vote. ISS more often than not sides with management on agreed mergers, but opposition from a director and a founding family heir makes this battle highly unusual. Pat McGurn, ISS vice-president, said ISS analysts are looking at corporate governance issues as well as the specifics of the transaction, though a decision might not come until next Monday. "The integration risk is the number one issue on this deal," he said. Neither side is willing to guess how ISS will ultimately view the merger. Initial comments from the small but influential group were not encouraging for HP. One ISS official noted the negative shareholder response to the deal, while another said late last year it was "tough" to support. It is not the first time ISS has found itself in the middle of a hotly contested merger. The services firm backed the bid by First Union bank for rival Wachovia - a recommendation that helped defeat a rival offer from SunTrust Banks. One arbitrageur who has closely followed the HP/Compaq story questioned whether ISS would recommend against the merger simply because it might fear its reputation would suffer if it backed a merger that resulted in diminished shareholder value. "If they go for it and the merger turns out to be a dog a year out, they will have to worry about their reputation," the arbitrageur suggested. However, Charles Elson, professor of corporate governance at the University of Delaware, did not believe ISS would approach the deal in such a cynical fashion. "I think they are straight shooters. They have an excellent reputation for integrity," he said. Carly Fiorina, HP chief executive, told the Financial Times last week she was comfortable with the ISS review, even though the lead analyst is trained as a lawyer and admits he has no specialised knowledge of the computing industry. "From everything I can tell, they are conducting their process in a very thorough and thoughtful way," she said. An estimated 20 per cent of HP shareholders subscribe to ISS, but some of its larger clients will also conduct their own analyses. On the other hand, many retail share owners and smaller institutional investors do not have the resources to conduct their own reviews and could well be swayed by ISS's opinion. Barclays Global Investors, one of HP's biggest shareholders, has handed voting control to ISS to avoid a conflict of interest, since one of its employees sits on the HP board. Mr Hewlett last week argued HP could boost shareholder value by $14 to $17 per share next year if it axed the merger and pursued a conservative path. On Friday HP said Mr Hewlett's claim that his conservative approach would increase HP's share by more than 75 per cent from current levels within 18 months, defied common sense.