To: PCSS who wrote (95640 ) 3/4/2002 12:51:02 PM From: Elwood P. Dowd Respond to of 97611 Hewlett says he's gaining momentum By Mike Tarsala, CBS.MarketWatch.com Last Update: 12:19 PM ET March 4, 2002 PALO ALTO, Calif. (CBS.MW) - Walter Hewlett said in a statement Monday that he's gaining shareholder support for his fight against Hewlett-Packard's acquisition of Compaq. He also confirmed he will try to replace H-P's CEO if the deal fails. Hewlett, H-P board member and son of company co founder William Hewlett, said he's been meeting with investors around the country and thanked shareholders he says plan to vote against the $22 billion deal on March 19. "Since we first announced our opposition to the merger in November, we have continued to see widespread opposition," Hewlett said. "Every week, more and more investors publicly come out against the merger." About 20 percent of H-P's shareholders have publicly come out against the deal. Almost all of the vocal dissent stems from the 18 percent of H-P shares owned by Hewlett and Packard family members and their trusts. If shareholders nix the merger, Hewlett says he will "raise the issue of succession" with H-P's outside directors. "We have every confidence that the board will respect the voice of the stockholders and will handle any transition effectively, professionally and smoothly, as other companies have done in similar situations," he said. The Financial Times reported Saturday that Hewlett has approached former H-P CEO Lew Platt about returning to the company as an interim leader, if the merger is shot down. H-P management said in a statement that the reported recruitment of Platt was an "outrage," and called assumptions about Fiorina's departure "presumptuous, baseless and irresponsible." In his statement, Hewlett also reiterated his belief that if the companies merge, they would struggle with the integration and lose customers and market share. He also dismissed H-P's position that it's necessary to keep all of H-P's businesses together, including the personal computer business. Management claims that PCs are "inextricably linked to the company's other business lines." In recent weeks, Hewlett has proposed spinning off H-P's profitable imaging and printing business in an attempt to produce larger gains for shareholders. "In our opinion, becoming the No. 1 player in low-end commodity computing does not produce significant profit or build stockholder value," Hewlett said. Shares of H-P (HWP: news, chart, profile) rose 58 cents to $20.79 in mid-session trading Monday. Shares of Compaq (CPQ: news, chart, profile) lost 12 cents to $10.32. Mike Tarsala is a San Francisco-based reporter for CBS.MarketWatch.com.