Walter Hewlett Notes Heightened Integration Risk of Compaq Merger
Thanks Investors and Employees for Support Against Merger
PALO ALTO, Calif., Mar 19, 2002 /PRNewswire via COMTEX/ -- Walter B. Hewlett, on behalf of The William R. Hewlett Revocable Trust and its trustees, today issued the following statement regarding the proposed merger of Hewlett-Packard (NYSE: HWP chart, msgs) and Compaq (NYSE: CPQ chart, msgs):
On the morning of HP's special stockholder meeting, I once again want to thank all those HP stockholders who have supported us and voted to prevent HP from making a $25 billion mistake. We have put forth a great deal of information concerning the Compaq transaction so that HP stockholders could make an informed decision.
* Yesterday, the heightened integration risk of the proposed merger was
confirmed when the results of the employee plan votes were announced --
approximately 66% of employees have voted their shares AGAINST the
merger. This vote breaks down into an unprecedented 2 to 1 AGAINST in
the HP plan. Also, employees in the Agilent plan voted 8 to 1 AGAINST
the merger.
* A BusinessWeek Online article, "Doubts About HP-Compaq's Financial
Goal," based on interviews with members of HP's integration team as
well as former HP executives who have spoken with team members,
confirmed what we and many analysts have been saying since the
announcement of this merger -- revenue loss is likely to significantly
exceed the company's projections. In fact, according to the article,
"One team member thinks the combined company's revenues will slip 10%
to 15%, rather than 5%."
I have served as an HP director for 15 years, longer than all but one other director currently sitting. I believe that it is a great privilege to serve in such a position. But at the end of the day, I never forget that as a director it is my charge to work not for myself and my interests and not for management's interests, but for HP stockholders.
The Hewletts and Packards collectively have over 18% of HP's stock, a stake worth over $7 billion. The rest of the HP board holds less than 3/10 of one percent. I ask that as stockholders in the final hours decide how to vote their shares, they consider who shares the greatest economic interest in HP -- the Hewlett and Packard(1) interests or those who would have you approve a $25 billion mistake?
We would once more like to thank all of those who announced publicly that they are voting AGAINST the transaction, including Banc of America Capital Management, Brandes Investment Partners, The California Public Employees' Retirement System, The California State Teachers' Retirement System, Dreman Value Management, Evergreen Investments, an asset management subsidiary of Wachovia, Fifth Third Asset Management, Loomis Sayles, Matrix Asset Advisors, The New York State Common Retirement System Fund, The New York State Teachers Retirement System, Northstar Asset Management, The Ohio Public Employees' Retirement System, The Ontario Teachers Pension Plan, Parnassus Investments, The Public Employees' Retirement Association of Colorado, Robert E. Torray & Co., The State of Michigan Retirement Systems, Safeco Asset Management, The Teacher Retirement Systems of Texas, Victory Capital Management and Wells Fargo. Equally as important, we want to thank all of those who voted AGAINST the transaction privately.
Last minute voting instructions. If your shares are held by a bank or broker and you have not yet voted or have voted FOR and want to change your mind, fax your GREEN proxy (or a WHITE one voting AGAINST) to 631-254-7622, attention: VOTE PROCESSING.
Remember, if you already voted a WHITE proxy for the merger and wish to change your vote - you have every legal right to do so. Fax your GREEN proxy (or a WHITE one voting AGAINST) to 631-254-7622, attention: VOTE PROCESSING.
If you are a registered stockholder holding your shares directly or a participant in HP's Employee Stock Purchase Plan (ESPP) fax your GREEN proxy to MacKenzie Partners at 212-929-0308.
If you recently received a proxy mailgram from HP management, you can use that proxy mailgram to vote AGAINST the proposed merger. Simply mark the box AGAINST and follow the directions.
If at any time, you have any questions or require assistance, simply call 800-322-2885 to be connected to a professional voting consultant. They will be available 24 hours a day until the polls close at the special meeting.
(1) The Packards are not participants in the solicitation being conducted by Walter B. Hewlett, Edwin E. van Bronkhorst and the William R. Hewlett Revocable Trust.
For additional information, visit our website at www.votenohpcompaq.com |
