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To: hlpinout who wrote (95741)3/6/2002 6:38:53 AM
From: hlpinout  Respond to of 97611
 
ISS merger verdict draws wary response

By Dawn Kawamoto and Stephen Shankland
Staff Writers, CNET News.com
March 5, 2002, 5:40 PM PT

Institutional Shareholder Services' decision Tuesday to recommend that its clients support the hotly contested merger between Hewlett-Packard and Compaq Computer drew a lukewarm response from investors and a cautious outlook from HP and Wall Street.
Several HP institutional shareholders who reviewed the ISS report, which recommended voting for the deal, said it doesn't push them any closer to making a decision.

"It seems to be a recapitulation of what both sides said...but not very convincing on the analysis side," said Jerome Dodson, president of Parnassus Investments, which owns 170,000 shares of HP, or less than a 1 percent stake. "It seems like they were on the fence as much as I am but came down on the other side of where I'm leaning. ISS offered no rigorous reasoning or insight into the reasons for their decision."




Parnassus' lackluster response comes as the hotly contested merger--a $22 billion deal that would mark the largest ever in the technology industry--approaches the March 19 HP shareholder vote that will decide its fate. The reaction is somewhat anticlimactic given the hype surrounding the decision by ISS, which advises roughly 23 percent of HP's institutional investors.

Dodson, who expects to make a final decision by Friday, said his firm held off on casting a final vote until the ISS' recommendation was released because it wanted to have as much information as possible before reaching a conclusion.

He said his current opposition centers on HP's potential integration problems with melding two computer giants. He said he's also concerned that the merger could dilute the value of HP's highly profitable printing and imaging business.

State Street is another investor that has yet to make up its mind on the mega-merger. The investment company's decision holds significant weight, given that it has a 2.4 percent stake in HP.

"Before the ISS vote, I was giving the merger a 40 percent chance of success. Now I believe they are modestly above 50 percent."

-Charles Wolf, Needham & Co. analyst
"We're a subscriber of ISS and will consider their recommendation. But it won't be particularly weighty in our final decision," said John Serhant, chairman of State Street's investment committee. "We vote our own shares, and while some of our competitors abdicate their responsibility, we don't."

State Street expects to make its decision in the final days leading up to the HP shareholder vote. Compaq investors, including State Street, will vote March 20.

While ISS' decision is good news for HP, Serhant, analysts and the companies themselves note that the merger is far from a done deal. After all, HP director Walter Hewlett and other Hewlett and Packard family members, along with their respective trusts and foundations, plan to vote their roughly 18 percent stake against the merger.

"Before the ISS vote, I was giving the merger a 40 percent chance of success," said Charles Wolf, a Needham & Co. analyst. "Now I believe they are modestly above 50 percent. ISS could potentially influence 23 percent of HP's shareholders, but the clients are not obligated to follow ISS' lead. On the other hand, we know at least 18 percent of the vote is against the merger. So, in essence, the ISS decision offsets the two foundations and puts us back to square one."

Carly Fiorina, HP chief executive, also acknowledged that the ISS decision doesn't make the merger a slam dunk.


In an exclusive multimedia interview with CNET editors, Hewlett-Packard CEO Carly Fiorina discusses how the proposed Compaq deal will affect customers, employees, investors and herself. CNET News.com will bring you the entire interview Thursday.
"I think the momentum is clearly moving in our favor," Fiorina said Tuesday in a conference call. "While the ISS recommendation helps, the only thing that seals this deal is a share-owner vote."

HP plans to continue with more institutional investor meetings in the next two weeks, Fiorina added.

"Certainly we are pleased that ISS, who is truly an independent expert, recommended today that this merger serves the best interests of our share-owners," Fiorina said. "This is a significant vote of confidence in the strategic logic of the combination, the economic logic of the combination, as well as the thoroughness of the evaluation undertaken by our board and the integration planning undertaken by hundreds of HP and Compaq people."

But Hewlett, HP director and merger opponent, said the analysis ISS had to conduct in this instance was outside the firm's normal purview.

"ISS has primarily advised its clients on matters related to corporate governance," Hewlett said in a statement. "ISS clearly has a predisposition to support management and makes a general presumption that boards do the right thing. In the post-Enron world, it is obvious that these assumptions need to be questioned."

Hewlett added that many ISS clients have told him they are independently evaluating the merger proposal, and he believes they will vote against it.

Who's really listening?
Ashok Kumar, an analyst at U.S. Bancorp Piper Jaffray, said ISS tends to have the greatest impact on index funds, which track a financial benchmark such as the Standard & Poor's 500. Such funds make up approximately 9 percent of HP shares.

"Never in history has a company been able to buy itself out of mediocrity," Kumar said. "The only guys who will make out on this deal are the bankers and the lawyers."

One small HP investor made its intent public Tuesday. ITUG, a user group that represents customers of Compaq's high-end NonStop Himalaya servers, announced plans to support the merger.

The group voted in favor of the deal because it would raise the profile of the high-end Tandem line, ITUG said. ITUG owns a tiny fraction of the total shares involved--about 1,400 HP shares and 1,000 Compaq shares, according to spokeswoman Amy Goetz.

But the endorsement is symbolically important. ITUG represents more than 800 customers of the ultra-high-end Tandem machines, which run critical computing tasks such as the New York and Tokyo stock exchanges.

"Aligning the research and development programs and marketing resources of Compaq and HP that are focused on enterprise services will result in increased market awareness for the NonStop platform," ITUG Chairman Yves Rouchou said in a statement.

One crucial nod for the deal that HP and Compaq are still awaiting, outside of the shareholder votes, is approval from the Federal Trade Commission.

"We are expecting to hear something any day now, but we have not heard anything yet," Fiorina said.



To: hlpinout who wrote (95741)3/6/2002 6:39:52 AM
From: hlpinout  Respond to of 97611
 
Compaq tops in technical computing
By: Stephen Shankland
3/5/02 11:50 AM
Source: News.com

Compaq Computer edged ahead of rivals in the 2001 high-performance computing market, garnering 23 percent of a $5.1 billion market for computers used to understand problems such as nuclear explosions, car aerodynamics and protein formation.
Compaq narrowly edged out Sun Microsystems and IBM, each with 21 percent of the market, and Hewlett-Packard, with 19 percent, according to figures released this week from IDC.
"We have four companies competing very aggressively in this market, and it's a very, very tight race," said IDC analyst Chris Willard. "In 2001, Compaq nosed out the competition. However, it came right down to the wire."

The high-performance computing market spans computers a notch more powerful than workstations all the way up to multimillion-dollar supercomputers. While it's not the biggest slice of the computing market, it's important because the cutting-edge machines are an indication of the future technological strength of more mainstream designs.

Compaq also led in 2000, but the margin was slim then, too. "The differences between the top four players are minimal," separated merely by the revenue a company could earn in a good month of sales, Willard said.

The total worldwide market dropped 16 percent from $6.1 billion in 2000 to $5.1 billion in 2001, Willard said. However, IDC expects midsingle-digit percentage growth in 2002.

"We are predicting a return to positive growth this year," he said, based in part on strong sales in the fourth quarter.

Indeed, those fourth-quarter sales were what allowed Compaq to unseat Sun, which was top-ranked for the first nine months of 2001.

Compaq was helped through the recession by government buyers, traditionally the largest segment of the company's sales, said Ty Rabe, director of high-performance technical computing solutions at Compaq. "The government spending has been a stable point in the recent turbulent time," with some buying spurred by increased security concerns.

The private sector now is picking up somewhat as well. "We're not seeing a huge surge, but we're recovering from the post-Sept. 11 trauma," he said.

Compaq, with its respected Alpha chip, has been strong in the high-performance market. But the company is putting an end to the Alpha line with a plan to move to Intel's Itanium chip family instead. In 2005, Itanium systems will be preferable in terms of performance, he said.

But switching to the new chip will require customers to rewrite software that Itanium can understand. The customers include organizations such as national laboratories that write their own programs as well as companies that sell their software to others.

Biosciences companies, which use supercomputers to try to decode genetic information, predict protein formation, and design new drugs, have now matched government customers in spending, Rabe said. Compaq expects that ultimately biosciences will move ahead and account for half of Compaq's high-performance computing sales.

Compaq apparently is different from the overall industry, though. IDC predicts life sciences to account for 30 percent of sales by 2005.



To: hlpinout who wrote (95741)3/6/2002 6:42:01 AM
From: hlpinout  Read Replies (1) | Respond to of 97611
 
Banc of America Securities doubts HP-Compaq merger will pass in note 3/5/02
03/05/02 10:06 AM
Source: Banc of America Securities

Visit the CNET Brokerage Center for daily reports from the top Wall Street analysts.

Hewlett-Packard Company

(HWP) - Market Performer

Joel Wagonfeld

ISS Preview and Comprehensive Analysis of the Merger Vote

* ISS issues its merger recommendation today after the close. Institutional Shareholder Services (ISS), a third-party proxy consultant, is scheduled to release its widely anticipated recommendation regarding the HP/Compaq (CPQ–$10.38–Buy) merger today.

* The ISS opinion may have a largely psychological impact. ISS has roughly 23% of HP shareholders as clients, and its opinion will be widely watched due to its independent nature. However, we note that not all ISS clients will rely on the opinion to the same degree, as ISS analysts typically do not evaluate hostile mergers of complex technology companies.

* We have performed a variety of voting analyses. Attached are several scenarios based on different assumptions about the outcome of the ISS opinion as well as other potential factors affecting the vote.

* We think odds remain against the deal, however ISS decides. An ISS opinion of “NO” would provide justification for any shareholders who may otherwise be reluctant to vote against HP’s management. If the ISS opinion is “YES”, we do not think it would necessarily imply the deal’s success, as over 66% of institutions would still need to vote “YES” for it to pass, according to our analysis.

* We think uncertainty clouds potential value in HP shares. HWP is trading at only 13x our CY03 estimate and near its 10-year lows on P/S and P/B. However, we remain cautious on the shares because of continued uncertainty related to either outcome.

This report is issued in the U.S. by Banc of America Securities LLC, member NYSE, NASD and SIPC; in Europe by Banc of America Securities Limited; and in Asia by BA Asia Limited (referred to herein, collectively as “Banc of America Securities”).

This report has been prepared by Banc of America Securities as part of its research activity and not in connection with any proposed offering of securities or as agent of the issuer of any securities. This report has been prepared independently of any issuer of securities mentioned herein. Neither Banc of America Securities nor its analysts have any authority whatsoever to make any representation or warranty on behalf of the issuer(s). This report is provided for information purposes only and is not an offer or solicitation for the purchase or sale of any financial instrument. Any decision to purchase or subscribe for securities in any offering must be based solely on the information in the prospectus or other offering document issued in connection with such offering, and not on this report.

The information contained in this report has been obtained from sources believed to be reliable and its accuracy and completeness is not guaranteed. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information and opinions contained herein, and Banc of America Securities has no obligation to update or correct any information herein. The views and other information provided are subject to change without notice. Any opinions, projections or forecasts in this report are, unless otherwise stated, those of the author and do not represent the views of the issuer or any other person. This report does not constitute or contain investment advice. This report is issued without regard to the specific investment objectives, financial situation or particular needs of any specific recipient.



To: hlpinout who wrote (95741)3/6/2002 6:44:25 AM
From: hlpinout  Read Replies (1) | Respond to of 97611
 
ISS VP: HP Compaq Deal Is A Winner
Says HP Management Team Is Ready With Strong Integration Plan
By Steven Burke and Craig Zarley
CRN
Rockville, Md. - 5:45 PM EST Tues., Mar. 05, 2002

Calling the Hewlett Packard-Compaq proposed deal a "winner," Institutional Shareholder Services Vice President Patrick McGurn said the proxy advisory firm was swayed by the HP management team's rigorous integration efforts.
"The big issue here was always integration risk," said McGurn in an interview on CNBC after ISS endorsed the controversial deal. "Were the synergies that had been promised in this deal going to be delivered and was this the right management team to really execute on this plan? And at the end of the day after meeting with [HP's management team] for numerous times for hours on end and going through their integration plan, we really believe this deal is going to work."

Noting that ISS does an analysis of hundreds of mergers each year, McGurn said: "I think we frankly have a pretty good idea about what makes mergers work and what makes mergers fail and we think this is a winner."

Dissident HP director Walter Hewlett said in a statement, "We strongly disagree with the ISS decision. We believe that the HP/Compaq merger will destroy stockholder value."

The endorsement came after HP Chairman and Chief Executive Carly Fiorina told analysts that HP and Compaq have already made the tough decisions about channel strategies and products so the company is "executing from day one rather than deciding which product lines and strategies will be eliminated." Fiorina said that 600 full-time HP Compaq employees have spent some 500,000 hours making those decision.

Fiorina could not be reached for comment following the ISS announcement.

At the same time, ISS sided with HP, the advisory firm commended HP dissident board member Walter Hewlett, who is attempting to kill the deal. Hewlett, the son of one of the HP co-founders, has argued that HP is diluting its highly profitable printing and imaging business and getting too deep into the commodity PC market by acquiring Compaq.

"This is an unprecedented situation in that you have not only a large investor but a director of a company coming in and saying I don't like the deal," said McGurn. "So we gave a lot of weight to that. We spent a lot of time meeting with Mr. Hewlett and his advisors and at the end of the day we think he really played a constructive role in really putting management's feet to the fire and forcing them to make major strides in integrating this deal."

McGurn said "a split-off or spin-off of the imaging and printing business really would leave you with a bunch of assets that really weren't worth very much at the end of the day."

"What we believe this long-term strategy does is allow [HP] to build up both a profitable PC business over time" and also make its enterprise, server and services business "much stronger," he said.McGurn said that services were "an increasing part of this market equation as well."



To: hlpinout who wrote (95741)3/6/2002 6:45:07 AM
From: hlpinout  Respond to of 97611
 
Solution Providers Still Mixed On HP-Compaq Deal

By Steven Burke & Joseph F. Kovar
CRN
Rockville, Md. - 7:55 PM EST Tues., Mar. 05, 2002

In the wake of Institutional Shareholder Service's big vote of support for Hewlett-Packard's proposed merger with Compaq Computer, solution providers remain divided about how Tuesday's vote and the pending merger affect their business.
For some solution providers, ISS's support of the does not affect their view of the deal.

Marie Graziano, CEO of Computer Consulting Services, Carrollton, Texas, said she still opposes the deal. "I am not in favor of it," she said. "What is the gain? HP has a good channel attitude. I have sold Compaq for a long time and then they decided to make life incredibly difficult for their channel. And I don't sell Compaq much anymore."

"I'd just as soon not see the deal happen," said Russell Madris, president & CEO of MoreDirect, a Boca Raton, Fl. -based direct IT product supplier. "I'd rather see (HP and Compaq) keep fighting against each other. The more people you have competing against each other, the better it is for the channel."

HP and Compaq people have been offering guesses as to how the merger will work out, but for Natalie Knudson, president of Modern Business Technology, a Madison, Wisc.-based solution provider who works with both, business goes on. "We're not overly concerned either way," Knudson said.

Todd Barrett, networking sales manager for CPU Sales & Service, a Waltham, Mass. solution provider, said he is optimistic about the potential combination. He praised HP Chief Executive Carly Fiorina's commitment to the channel.

"It sounds like Carly has built up some momentum," Barrett said. "It may add some benefit to the SMB (small and medium business) base and give us more leverage to compete. They really need to consolidate and simplify things and not be all over the map. If that is their intent, we welcome that. Our only other choices are Dell and we get zero help from them, and IBM which we can't make any money on. So I guess you could say we are optimistic by default."

Other solution providers continue to remain gung-ho about the merger.

Stephen Allen, president of Integrated Technology Systems, a New York-based HP solution provider, called the ISS recommendation terrific. "This gives HP the road to expansion," Allen said. "(With Compaq,) they will be better able to compete with IBM, and distance themselves from Dell."

HP, by increasing its consulting business as part of the merger, will be in a position to use profits from that business to invest in R&D to increase competitiveness against Dell, said Allen. "HP invests heavily in R&D, but without a profit stream it is hard to compete against Dell, which has almost no R&D," he said.

If the merger goes through, the future of the vendor depends on how well it executes, Allen said. "If what Carly (Fiorina) says in the ads and memos about savings that result from the merger are true, it will be a big boost for HP," he said. "If it doesn't go through, I don't see much of a roadmap for HP."

Hope Hayes, president of Alliance Technology Group, a Hanover, Md.-based solution provider working with both vendors, said she is very happy with the ISS vote, and hope the merger goes through. "The merger would give HP a strong presence, and result in a company taking the best of both vendors."

For instance, said Hayes, Compaq's desktop business would be big boost to HP. However, while Compaq has a lot of good software, much of it is proprietary to Compaq environments, while HP is committed to openness. "The merger will get rid of some of the deadwood, like Compaq's proprietariness," she said. "They may be the leader, but if they stay proprietary, someone will kick them out of the way."

For Gabe Baumann, president of Noveltek Capital Co., a New York-based investment banking and research firm, the ISS recommendation is a "big boost" for Fiorina and the HP management team.

Without a last minute "wild card," the proposed merger will be approved by HP shareholders, said Baumann, who attended last week's HP analyst meeting. "Long term, the complimentary aspects of these two companies should create a really powerful powerhouse," he said. "This will allow them to be a stronger competitor against Dell. It is kind of like sacrificing the present for the future. Two years out, the combined company will be worth much more than the prospects of each of them separately."



To: hlpinout who wrote (95741)3/6/2002 6:45:54 AM
From: hlpinout  Respond to of 97611
 
ISS: Long-Term Gains Justify Merger Support
Proxy firm impressed by HP-Compaq integration planning effort
By Craig Zarley
CRN
Rockville, Md. - 8:13 PM EST Tues., Mar. 05, 2002

Long-term value rather than short-term gain was key to Institutional Shareholder Services' recommendation that shareholders vote for the Hewlett-Packard-Compaq Computer merger.
In a 25-page report issued Tuesday and authored by Ram Kumar, ISS' assistant director, U.S. research, ISS rejected Walter Hewlett's "focus and execute" strategy and instead supported the merits of the deal as championed by HP and Compaq management.

"We are unable to confidently embrace the focus and execute strategy as superior to the Compaq merger," the report said. "The linchpin of Mr. Hewlett's plan ... is the proposal that the imaging and printing business be spun off at some time in the reasonably near future."

But the report said that while providing short-term gains for investors, Hewlett's plan would not be a long-term viable option. Instead, the report said, "We believe that management has provided reasonable reassurance, in the form of integration planning, that the merger can be successfully executed and this long-term value can be achieved."

Carly Fiorina, HP's chairman and CEO, said in a statement, "We are pleased that ISS--a truly independent expert--recognized the strategic and economic logic of this combination as well as the thoroughness of the evaluation process undertaken by the directors of both HP and Compaq. ISS' conclusions confirm our long-held conviction that the merger offers the best value to HP shareowners."

Michael Capellas, Compaq chairman and CEO, added in a statement, "Today's ISS recommendation to Hewlett-Packard shareholders represents an important milestone in the merger process. We are particularly pleased with the recommendation as ISS conducted a thoughtful, thorough study of the merger. We eagerly await the ISS recommendation for Compaq shareholders in the coming days as this merger is clearly the single best way to deliver value for our shareholders, customers and employees."

But Hewlett countered in a statement: "ISS has primarily advised its clients on matters related to corporate governance. ISS clearly has a predisposition to support management."

Joe Burke, vice president and general manager of Gates/Arrow North American Computer Products Group, noted, "It appears that these guys [HP and Compaq management] are committed and prepared to make the tough decisions. If ISS had come out and said 'no way', the deal would have been dead. But now that they have supported it, the deal is very much alive. But it's no shoo-in," he said.

ISS said it was the effort that HP and Compaq management put into integration planning that most impressed it, the report said. "We share Mr. Hewlett's belief that integration is one of the most daunting problems facing a combined HP-Compaq."

But ISS noted that the companies sent the top brass of the integration team to make presentations to the proxy firm. "It's hard to remain unimpressed in the face of such enthusiastic attention paid to the integration effort."



To: hlpinout who wrote (95741)3/6/2002 6:47:43 AM
From: hlpinout  Respond to of 97611
 
March 05, 2002 17:27

PC Firms Look beyond Low Profits for Chance to Push More Lucrative Products
By Sam Diaz, San Jose Mercury News, Calif.
Mar. 5--Walter Hewlett claims that personal computers are a dead-end business, and that's one reason why the Hewlett-Packard director opposes HP's planned purchase of Compaq Computer.

And it's clear that with many households already owning one, two, even three computers, PCs are a mature business. Last year, the number of PCs sold in the United States dropped 12 percent, the first decline since personal computers went mainstream in the mid-1990s. Worldwide, sales fell 5 percent. And profits are razor-thin.

So why would any company stay in the PC business?

The answer: to sell more profitable products and services that complement the PC, from HP's inkjet printers to Sony's camcorders.

"We've known from the beginning that this is not just about participating in the commoditization of the PC business," said Mark Viken, senior vice president for Sony's Information Technology Products division. "We try to make it more of an entertainment-centric device than a utilitarian PC device. It's not about the individual PC itself but the total solution." Some manufacturers, such as Gateway and eMachines, are pushing low prices and customer support in hopes of gaining market share.

Others, such as Sony and Apple Computer, continue to offer innovative technology and a trusted brand name, despite showing little growth in overall market share.

Even Texas-based Dell Computer, the ultra-efficient manufacturer that leads the PC market, is putting more emphasis on sales to corporations, hoping to challenge enterprise leader IBM in sales of servers and PCs for the workplace.

"There are 164 million computers out there that are 3 or more years old. There is a pent-up demand," said Dell spokeswoman Colleen Ryan.

HP and Compaq have a common strategy -- a merger -- to handle the sluggish PC market while preparing for expected growth through the next generation of buying.

With the merger -- scheduled for a vote by HP's shareholders March 19 -- HP hopes to boost its line of PC-related products, especially printers, and sell other products such as digital cameras and scanners. But it also obtains from Compaq a business that continues to be dominated by Dell and appears to have little growth left.

Dissident director Hewlett, who is leading an effort to block the deal, says HP should concentrate on the printer-and-ink business. He argues that expanding the PC business would dilute HP's profits, and the benefits of selling a cluster of related products aren't enough to offset the PC profit drain.

HP executives argue that the combined resources of the two companies would actually strengthen HP's lucrative printer and ink business by pushing a variety of products that encourage consumers to make more printouts, whether of digital photos or a favorite Web page.

Tim Bajarin, president of high-tech consulting firm Creative Strategies in Santa Clara, said that the changes in the consumer PC business would not be good for a new player just entering the game.

But, he said, there's plenty of opportunity for existing PC powerhouses.

"Is the PC business viable? If a company is already in the PC business and has a strong customer base, the answer is yes, the existing players can still make money," he said. "But what's important -- whether you're Dell or HP or one of the others -- to making money over the next five years is surrounding computers with services, consulting and the next generation of Web-based applications." Sony, as much a brand name as HP, is keeping its PC side of the business alive by marketing the PC as a digital hub for other Sony products -- its cameras, camcorders and audio devices, for example.

Likewise, Apple, which also carries single-digit market share, continues to attract computer users who have specific uses in mind, notably multimedia products such as digital video and music.

"When the rest of the industry was retrenching and figuring out how to trim costs and the employee workforce, we were investing and getting the new Mac OS X operating system out there," said Greg Joswiak, senior director of hardware product marketing for Apple.

"We were investing in key applications -- iTunes, iDVD, iPhoto -- and introducing the iPod. Now, we've got the new iMac." Apple can maintain higher profit margins because its machines cost more.

But are consumers willing to drop $1,500 or more on a high-end Sony or Mac when they can pick-up an eMachine or Gateway for about half that price?

"In the end, we're willing to give up market share rather than lose money," said Bob Davidson, senior vice-president of product marketing for eMachines.

"EMachines has been playing the very low end of the consumer business at the retail level and they did pretty well this last quarter," said Roger Kay, director of client computing at high-tech research group IDC. "But the average selling price is so low that they'll have to do some real magic tricks to make money at it." Gateway, too, will need some magic to make money or gain market share in the immediate future, especially now that last year's cutbacks forced it to abandon the international market, which is one of the bright spots in the PC world.

Last year, as PC sales fell in the United States, they grew in Latin America, Eastern Europe and the Pacific Rim.

"Working for an international company like HP, you see China and places like that where the PC penetration in the home is very, very low," said Duane Zitzner, president of HP's Computing Systems division.

An estimated 65 percent of U.S. homes have at least one PC. And while many of those will upgrade or add another for a working spouse or school-aged children, analysts predict that only about 10 percent of U.S. households will be in the market for a first PC in the coming years.

"This is an issue of saturation vs. penetration," Kay said. "The U.S. market is highly saturated while only two-thirds penetrated." "Clearly this is a replacement market, but that's not the end of the world," Kay said. "The auto industry is effectively a replacement market. It's enough to support a small number of makers, not 20."

-----



To: hlpinout who wrote (95741)3/6/2002 6:49:44 AM
From: hlpinout  Respond to of 97611
 
March 06, 2002 03:14

Influential Group Backs Hewlett-Packard-Compaq Merger
San Jose Mercury News, Calif.
Mar. 6--Institutional Shareholder Services, an influential adviser to many large stockholders, gave a shot of adrenalin Tuesday to Hewlett-Packard's marathon effort to win shareholder support for its $22 billion purchase of Compaq Computer.

The ISS endorsement -- sent to mutual funds and pension funds that control 23 percent of HP's stock -- could help HP Chief Executive Carly Fiorina overcome fierce opposition to the deal from dissident HP director Walter Hewlett. Hewlett, eldest son of HP co-founder Bill Hewlett, is leading a heated campaign by Hewlett and Packard family members to convince shareholders to vote against the deal by the March 19 deadline.

But ISS's blessing doesn't make the vote a slam dunk for HP. "It looks like this race is going to go down to the wire," said Toni Sacconaghi, an analyst with Sanford C. Bernstein who is closely following the battle.

ISS said HP and Compaq managers laid out realistic, achievable goals for the merger. "We developed a comfort level that management has laid out a plan to enhance shareholder value," said Ram Kumar, chief author of the ISS report. Kumar said the deal could buck the negative trend of previous computer mergers, most of which have failed.

Even as the Rockville, Md., firm expressed confidence in Fiorina, it also praised Hewlett, who has come under intense personal attack from HP executives and board members for breaking ranks.

"It is clear that many boardrooms across the country could benefit from the kind of sincere, courageous independence that Mr. Hewlett has displayed in his willingness to contest management," said ISS in its 25-page report on the deal.

Hewlett and Packard family members, who control 18 percent of HP's stock, are opposed to the merger, arguing that it will dilute HP's valuable printer franchise and increase the company's exposure to the cutthroat personal computer business.

Many institutions that hold HP stock haven't yet indicated how they plan to vote on the merge, and Sacconaghi said he believes that ISS will influence about 12 percent to 19 percent of the HP votes.

ISS will directly vote about 3.1 percent of HP's shares that are held by Barclays Global Investors because Barclays' chief executive, Patricia Dunn, is on the HP board. But its other clients are free to make their own decision.

Investors interpreted the ISS recommendation as boosting the chances that the deal will go through.

HP shares, which closed at $20.60 Tuesday before the report was released, fell to around $20 in after-hours trading. Compaq shares, which closed at $10.58 in regular trading, topped $11 after hours. The narrowing gap is a sign of arbitrageurs' confidence in the transaction.

Fiorina was pleased by ISS' support, but she said Tuesday that she will continue to campaign hard for shareholder support during the next two weeks.

"While we are gratified and while we think they will be an important influence, we also are not counting the votes because the votes are not in," Fiorina told reporters. "Each of the shareowners has an important voice in the company's future. We will continue to fight."

Indeed, Fiorina noted that, before the HP and Compaq shareholder meetings on March 19 and 20, respectively, she has a series of meetings with institutional investors on her calendar. "I'm going to keep them there," she said. "We are going to keep doing what we have been doing."

Hewlett quickly denounced the ISS recommendation. Stephen Neal, Hewlett's attorney and a spokesman for him, said that the Hewlett camp had been anticipating this result because ISS historically supports management on these issues.

"We think they are focused on the wrong thing," Neal said. "They failed to focus on the hard-nosed analysis of shareholder value, which is the only thing that should count here."

Neal also said he was surprised "at the readiness with which they seemed to accept management's glib assurances about the attainability of revenues and integration."

ISS said that after meeting with both sides and talking with outside analysts, it supported HP management's rationale for the deal. ISS said the merger would improve HP's position in many computing markets, especially the server market and the corporate PC market. And the firm said it believed that the combined companies' goal of cutting $2.5 billion in annual expenses, in part through 15,000 layoffs, was achievable.

ISS was especially impressed with the two companies' integration plans, which are already well underway.

"We share Mr. Hewlett's belief that integration is one of the most daunting problems facing a combined HP-Compaq," the report said. "This is a task, however, that management by all appearances has tackled with relish."

ISS cited the "meticulous and exhaustively detailed" presentation on integration and the experiences learned by management, especially from Compaq's troubled acquisition of Digital Equipment Corp.

"I think that integration is a huge risk," Neal said. "They simply accepted management's assurances that they can achieve it."

In its report, ISS cheered the role of Hewlett in the proxy fight, saying that his conduct was "praiseworthy in many respects."

ISS noted in particular his disclosure of the hefty compensation packages proposed for Fiorina and Michael Capellas, the CEO of Compaq, which were discussed but later shelved by the board.

Kumar of ISS said that he and the group of analysts probably spent more time in conversations and meetings with all the players involved in this deal than in any other deal in recent memory.

Some investors that have already made up their minds said they will not be swayed by ISS' recommendation.

But they also noted that ISS' opinion will help those sitting on the fence decide which way to vote.

"It's clearly going to help the case of the merger," said Doug Altabef, a senior managing director at Matrix Asset Management, which owns both HP and Compaq shares and has said it will vote against the merger.

But Altabef said he was surprised by some of ISS' analysis. "Quite honestly, it was a little chilling to read their recitation of all the failures that have preceded this and then for them to sweep them aside," he said.

Ian Link, a portfolio manager at the Franklin Technology Fund, said that the ISS report won't determine his decision on the vote.

"But it will be one piece of many different pieces of information" that will help the Franklin family of funds make its decision. In total, the Franklin funds control 11.7 million shares of HP and 3.9 million shares of Compaq.

Link said that Hewlett faced an uphill battle to win the ISS endorsement because the firm tends to support management.

"You have to make a very strong black-and-white case against any particular deal in order for ISS to vote against it, and I don't think Walter Hewlett was able to do that," he said.

--By Therese Poletti and Tracy Seipel

-----



To: hlpinout who wrote (95741)3/6/2002 6:58:18 AM
From: hlpinout  Read Replies (1) | Respond to of 97611
 
Compaq Wins $120 Million Contract to Supply Houston Schools
By Peter J. Brennan

Houston, March 6 (Bloomberg) -- Compaq Computer Corp., the world's second-largest personal-computer maker, said it won a $120 million contract from the Houston Independent School District.

Compaq will supply ProLiant servers, Evo desktops and laptops and Ipaq Pocket PCs over three years, said Jim Weyland, Compaq's vice president for government and education. Compaq has supplied the school district for the past seven years and won this contract through a competitive bid, he said.

``We've learned that we've had to be price competitive and have full integration'' of the computer systems to win the contract, Weyland said.

Compaq has won more than $250 million in business from educational entities since it announced in September it was being acquired by Hewlett-Packard Co. for $22.3 billion. Weyland said the contracts show customers won't leave Compaq because of the acquisition, as the deal's opponents contend.

Critics have said the company may lose business because customers may be unsure which products will survive the acquisition.

The school sales include equipment needed to run computer networks, Weyland said.

``The majority of the revenue is not from PCs,'' Weyland said. ``That's the message we've had tried to get through.''

Compaq also announced that it has signed contracts totaling $12 million with five school districts in New Jersey. In recent months, the Houston-based company has also signed a $25 million agreement with the University of Wisconsin and a $40 million contract with New York State University's Center for Excellence in Bioinformatics, in Buffalo.

Compaq shares fell 7 cents yesterday and have dropped 47 percent in the past year.

Dell Computer Corp. is the largest PC maker.



To: hlpinout who wrote (95741)3/6/2002 7:00:44 AM
From: hlpinout  Respond to of 97611
 
INTERVIEW-Taiwan DigiGenomics in Compaq, Oracle biotech deal
Reuters, 03.05.02, 3:11 AM ET




By Phinn Huang

TAIPEI, March 5 (Reuters) - Taiwan genetic database owner DigiGenomics Co said on Tuesday it had formed an alliance with Compaq Computer Corp (nyse: CPQ - news - people) and Oracle Corp (nasdaq: CPQ - news - people) to offer computer tools to speed up drug development.

Joey Chen, president of DigiGenomics, told Reuters in an interview the alliance would combine his company's biotechnology database with Compaq's hardware and Oracle's database software to help speed up therapeutic and diagnostic research.

"With the help of the alliance, we expect to make revenues of T$100 million ($2.85 million) this year, and hopefully help us break even by year end," he said.

Chen's company, founded two years ago, sells its genetic database covering cancer, neurodegeneration and cardiovascular diseases to pharmaceutical companies.

Biotechnology, pharmaceutical and agrochemical companies' need for supercomputing power, data storage and specialised software makes life science an increasingly enticing prospect for information technology companies.

That convergence of biotechnology and computing has already bred dozens of alliances and could pave the way for mergers between previously unrelated industries.

Compaq is already a big supplier of servers to the life science sector. It has a partnership with U.S.-based Celera Genomics (nyse: CRA - news - people) to write powerful computer software and build a supercomputer to analyse the human genome sequence and identify which genes do what.

GIANT'S SHOULDERS

Chen said DigiGenomics' strategy has been to collaborate with international companies to advance its own technology and gain accesses to marketing channels in Europe and the United States.

DigiGenomics' latest partnership with Compaq and Oracle came after it entered into a two-year alliance with German biotechnology firm Lion Bioscience AG <LIOG.DE> late last year.

"By standing on a giant's shoulders, we are able to accelerate our own research and don't have to start from zero," Chen said.

DigiGenomics, whose shareholders include microchip designer Mediatek Inc's <2454.TW> Chairman Tsai Ming-kai, has access to more than 450 public and private computer databases through its alliance with Lion.

"Once the research and development of our applications is complete, we plan to go back to European markets through Lion's distribution channels," Chen said.

As for other markets in the world, Chen said DigiGenomics would set up a branch in Boston in the United States by the second half this year and start approaching the China market to look for business opportunities.

In order to attract the general public's funds, Chen said DigiGenomics plans to list its shares on Taiwan's main board by 2004 at the earliest.

"After that, of course we will also consider dual listing on the Nasdaq market, but it's still too early to say," he said. (US$1=T$35.1)

Copyright 2002, Reuters News Service