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To: Elwood P. Dowd who wrote (95556)2/28/2002 6:00:53 PM
From: Night Writer  Read Replies (1) | Respond to of 97611
 
Analysts: HP-Compaq Merger Vote Too Close to Call

Feb 28, 2002 (NewsFactor.com via COMTEX) -- An analyst told NewsFactor on
Thursday that the controversial proposed merger between Hewlett-Packard (NYSE:
HWP) and Compaq Computer (NYSE: CPQ) is "too close to call."

Andrew Efstathiou, program manager of e-sourcing strategies at Boston,
Massachusetts-based research firm The Yankee Group , told NewsFactor that in his
view, neither company's success depends on the merger, despite HP CEO Carly
Fiorina's contention that her company will "slowly wither" if HP shareholders
vote against the proposed deal on March 19th.

Compaq shareholders will vote on the US$21 billion plan March 20th, a day after
HP shareholders cast their ballots.

Both companies' success "depends upon introducing new products and services into
the marketplace," Efstathiou said. "The road map for the future has not been
clearly defined, and it's moving too fast to depend on what existed before."

Survival of the CEOs

IDC analyst Alan Promisel told NewsFactor that while Fiorina's assertion that HP
will "wither" is a bit strong, the comment is understandable given the
precarious nature of Fiorina's present position.

"Essentially, Fiorina's ability to keep the CEO position at HP is contingent
upon the merger being voted through," Promisel said.

Chances for Success

Peter Kastner, chief research officer at Aberdeen Group , told NewsFactor that
the merger likely will be approved because the basic question that shareholders
are being asked to vote on has changed subtly.

"Originally, the question was a simple up or down vote on the merger's merits,"
Kastner said. "Now, the vote is perceived as an endorsement of Fiorina's vision
or Walter Hewlett's vision, and Walter has not really detailed a plan" in the
way that Fiorina and those in her camp have.

Yankee analyst Efstathiou said the question shareholders ultimately must answer
is whether Fiorina and Compaq CEO Michael Capellas can successfully merge their
companies and subsequently roll out new products and services -- or whether the
two companies can successfully integrate their cultures.

Making It Work

Kastner said that Fiorina's and Capellas' shared vision is to survive and
prosper by getting very big through the merger. However, making the merger work
will be much harder than many imagine.

"Sure, cutting expenses in the first six months is easy," Kastner noted. "But
gaining sustainable market share while reinventing the company is a balancing
act few could manage."

Efstathiou said that, historically, neither HP nor Compaq has been particularly
successful at integrating acquired companies into existing corporate culture.

"But neither Fiorina nor Capellas were running the firms when those mistakes
were made," Efstathiou said.

Efstathiou also noted that both companies have a high percentage of long-term
employees, which could exacerbate integration issues.



By Robyn Weisman