To: MeDroogies who wrote (95433 ) 2/25/2002 4:38:19 PM From: Elwood P. Dowd Read Replies (1) | Respond to of 97611 ISS Readies Recommendation-Feb 26/27 by: anataim 02/25/02 04:36 pm Msg: 95052 of 95052 mareport.com Feb 18, 2002 Hewlett-Packard Co.'s (HP) battered effort to purchase Compaq Computer Corp. will have its day in proxy monitor court next week. That's when Institutional Shareholder Services (ISS), a division of Proxy Monitor Inc., will unveil its respective recommendations to the shareholders of each company. ISS will likely publicize its recommendations by Feb. 26 or the following day, said Pat McGurn, ISS director of corporate programs. HP, whose director and member of the founding family, Walter Hewlett, has vociferously opposed the deal, will hold its vote on March 19. Houston-based Compaq shareholders will vote on the HP takeout on March 20. ISS handled the analyses for both sides separately, noted McGurn. The process was a non-blended analysis of the situation, he added. "We've met with the major participants in this situation," responded McGurn to a question about who, specifically, lobbied ISS. He declined to provide more color on that or names. He did, however, say, "We listen more than we talk these days." At press time, the transaction valued Compaq 16% more than its per-share press time price of $11.40. The stock swap exchanges each Compaq share for 0.6325 HP shares. Since the deal was inked on Sept. 4, Palo Alto, Calif.-based HP has taken considerable heat in the press for its decision to absorb Compaq. In the last four proxy seasons, ISS recommended against 66 friendly mergers, or less than 1%, said McGurn. ISS categorizes a transaction as friendly if "there's no hostile bid out there," he said. By that definition, the HP/Compaq deal-war of words notwithstanding-is a friendly transaction. Tell that to HP Chief Executive Officer Carly Fiorina, about whom Hewlett has missed few opportunities to voice his bad opinion.