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HP-Compaq merger battle nears climax
( 2002-03-16 10:58 ) (7 )

The battle over the biggest-ever technology merger, the proposed tie-up of Hewlett-Packard and Compaq, headed toward an uncertain climax amid a fierce battle among shareholders of the storied firm HP.

With a crucial shareholder vote set for Tuesday, a hard-fought campaign was expected until the last minute.

Hewlett-Packard, one of the founding Silicon Valley tech companies, led by CEO Carly Fiorina, claims the acquisition of the giant Texas-based computer maker will assure a bright future for HP, creating the second biggest tech firm after IBM.

But opposing this team is the heirs of HP namesake founders David Packard and William Hewlett.

Both sides have been waging a fierce public war for the hearts and minds of those institutions and individuals who hold the approximately 1.942 billion shares of the company.

This battle has included a blizzard of press releases, countless media interviews and full-page newspapers advertisements.

Critics question the wisdom of HP taking on what is primarily a computer manufacturer at a time when PC buying is in its worst-ever slump.

But the dispute quickly devolved into personal attacks, lobbed by the two main antagonists.

Fiorina has squared off against Walter Hewlett, eldest son of company co-founder William Hewlett, portraying him as more of a software nerd and Renaissance man than a business man. HP has labeled him a "academic and musician."

Fiorina, Silicon Valley's most powerful woman with degrees in philosophy and medieval history, was hired by HP in 1999 to shakeup the company, which was becoming almost dowdy as Silicon Valley changed from a hardware region to an Internet-centric industry.

And shakeup HP she did, closing and selling off unprofitable divisions and effecting first-ever layoffs during a worldwide economic slump.

But she had some missteps, including an aborted 18-million-dollar acquisition of the PricewatershouseCoopers' consulting business, called off in November 2000 after HP reported dismal profits.

Walter Hewlett contends the company is better off without Compaq.

"I believe that Hewlett-Packard can create greater value for stockholders as a stand-alone company than as a company combined with Compaq," he said recently.

Fiorina retorted that Hewlett fails to understand the fast-moving world of high technology.

"While we respect the interests of the family foundations, a high-tech company competing in a rapidly changing market has different requirements," she wrote to HP employees.

Analysts, consultants and other observers have been come down on both sides of the merger, which is valued at 22 billion dollars at current share prices.

At its heart, the argument boils down to two key factors, say analysts: Can HP undergo a merger without being distracted from day-to-day challenges. Secondly, will the PC market recover at some point. On this second point, recent reports from major technology consultancies predict corporate spending on technology will continue to lag at least until 2003.

Both sides have been furiously rounding up support for their positions, obtaining "proxy" voting rights from shareholders.

Hewlett, through various family foundations including support from the Packard family, is seen to have at least 22 percent of shares opposing the merger. HP had less than eight percent of shares publicly pledged for the merger.

But only a small fraction of shareholders have made their votes known.

On Tuesday, shareholders meet at the Flint Center auditorium in nearby Cupertino, although the results may not be known for several days or weeks.

Compaq shareholders vote the following day.

HP needs a majority for the merger to pass, with institutional shareholders -- owning 52 percent of the company -- seen as key.

Few are willing to predict a clear winner at this point.

"I can say the only certain this that this will go down to the wire," said Creig Dunlop, an official with Delaware-based IVS Associates, the leading tabulator of shareholder votes in the US, which will be tallying the vote.