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HP Sets the Record Straight on HP-Compaq Merger Statements
Walter Hewlett Claims Are Inaccurate About the Vote and HP Expense
PALO ALTO, Calif., March 17, 2002
Hewlett-Packard Company (NYSE:HWP) HP would like to set the record straight regarding public support for the Compaq (NYSE:CPQ) merger.
Institutions that have publicly indicated their support for the merger own about twice as many shares as institutions that have publicly indicated their opposition, excluding the Hewlett and Packard families and the foundations associated with them.(1)
Claims made today by Hewlett regarding the registered holders voting on his green proxy card mischaracterize the actual vote of HP shareowners.
Shares owned by record holders (excluding the Hewlett and Packard interests) represent less than 3 percent of the total shares entitled to vote at the special meeting. Institutions and individual shareowners who own their shares in "street name" represent a significant majority of the outstanding HP shares.
HP is gratified by the tremendous support it has received from HP shareowners, including a significant majority of HP employees.
Hewlett's statement only reflects his tally on green proxy cards; he cannot know how even these shareowners have voted since they can and often do change their votes by delivering FOR votes on WHITE proxy cards.
Hewlett initiated this proxy contest. In pursuing the Compaq merger, HP is carrying out the will of the HP Board of Directors and the holders of a majority of the shares unaffiliated with the Hewlett and Packard families. Hewlett repeatedly mischaracterizes and exaggerates the cost and expense the company must incur in pursuing this proxy contest.
More information on the merger is available at www.VotetheHPWay.com.
Hewlett-Packard Company -- a leading global provider of computing and imaging solutions and services -- is focused on making technology and its benefits accessible to all. HP had total revenue of $45.2 billion in its 2001 fiscal year. Information about HP and its products can be found on the World Wide Web at http://www.hp.com.
(1) Sources for shareowner names having announced and percentages of shares being voted: The Wall Street Journal, Bloomberg News, CNET News.com and CBS MarketWatch.
This document contains forward-looking statements that involve risks, uncertainties and assumptions. If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including predictions regarding the outcome and certification of the vote on the merger or the closing of the merger; statements regarding future improvement of HP generally or specifically its profitability, earnings, revenues, synergies, accretion or other financial items; statements about the plans, strategies, and objectives of management for future operations, including the execution of integration and restructuring plans; any statements concerning proposed new products, services, developments or industry rankings; statements regarding future economic conditions or performance; statements of belief; and statements of assumptions underlying any of the foregoing.
The risks, uncertainties and assumptions referred to above include the actual certified results of the vote on the proposal to issue shares of HP common stock in connection with the merger; the ability of HP to retain and motivate key employees; the timely development, production and acceptance of products and services and their feature sets; the challenge of managing asset levels, including inventory; the flow of products into third-party distribution channels; the difficulty of keeping expense growth at modest levels while increasing revenues; the challenges of integration and restructuring associated with the merger or other planned acquisitions and the challenges of achieving anticipated synergies; the possibility that the merger or other planned acquisitions may not close or that HP, Compaq or other parties to planned acquisitions may be required to modify some aspects of the acquisition transactions in order to obtain regulatory approvals; the assumption of maintaining revenues on a combined company basis following the close of the merger or other planned acquisitions; and other risks that are described from time to time in HP's Securities and Exchange Commission reports, including but not limited to HP's annual report on Form 10-K, as amended on January 30, 2002, for the fiscal year ended October 31, 2001 and HP's registration statement on Form S-4 filed on February 5, 2002.
HP assumes no obligation and does not intend to update these forward-looking statements.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
On February 5, 2002, HP filed a registration statement with the SEC containing a definitive joint proxy statement/prospectus regarding the merger. Investors and security holders of HP and Compaq are urged to read the definitive joint proxy statement/prospectus filed with the SEC on February 5, 2002 and any other relevant materials filed by HP or Compaq with the SEC because they contain, or will contain, important information about HP, Compaq and the merger. The definitive joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by HP or Compaq with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover Street, Palo Alto, California 94304, 650-857-1501. Investors and security holders may obtain free copies of the documents filed with the SEC by Compaq by contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas 77269-2000, 800-433-2391.