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HP to Acquire Tower Software, Expanding Capabilities in Fast-growing e-Discovery and Compliance Software MarketPALO ALTO, Calif., March 31, 2008
HP and Tower Software today announced that they have signed a pre-bid agreement for HP to acquire Tower, a document and records management software company based in Canberra, Australia.
The deal will enable HP to expand its offerings in the fast-growing electronic discovery and compliance software market.
The acquisition of Tower will add electronic records management to HP Software’s existing e-discovery and compliance capabilities in information collection and retention. This includes both records management and identification,(1) which have become increasingly important for organization due to rules and regulations such as the Federal Rules of Civil Procedure, the Sarbanes-Oxley Act and the Data Protection and Freedom of Information Acts.
Under an existing alliance between the companies, Tower TRIM Context has been integrated with the HP Integrated Archive Platform to provide customers with a combined records management and compliance archiving solution.
Combining HP’s and Tower’s overall software capabilities will enable customers to rapidly identify electronic business records from general business communication, collect those business records in a scalable and high-performance archive platform and preserve them for long-term future use in legal discovery or compliance activities.
“In reaction to increased business regulation, electronic records management has moved from a back-office task to a business-critical function,” said Robin Purohit, vice president and general manager, Information Management, Software, HP. “The combination of the HP and Tower software portfolios is expected to be hugely beneficial to the legal and IT organizations of businesses all over the world.”
The addition of Tower also is expected to enable HP Software to address the growing Microsoft® SharePoint compliance and e-discovery opportunities. Content stored in Microsoft SharePoint is coming under increased scrutiny from litigators, legal counsels and compliance officers involved in legal discovery, corporate governance or regulatory compliance.
Tower has more than 22 years of paper and electronic records management experience and serves approximately 1,000 customers with more than 780,000 users in 32 countries.
“The combination of HP and Tower will allow us to scale and provide our customers with a comprehensive portfolio of enterprise information and IT management software solutions,” said Martin Harwood, chief executive officer, Tower Software. “We have partnered with HP for years, so today’s news is exciting because we will now be able to enhance how we serve our joint customers and partners.”
The board of directors of Tower has unanimously approved the transaction and recommends that Tower shareholders accept HP’s offer in the absence of a higher third-party offer.
Additionally, the three largest shareholders of Tower, Quadrant Private Equity, Brand Hoff and Martin Harwood, have advised Tower that they and their associated interests intend to accept HP’s offer in the absence of a higher third-party offer. Between them, Quadrant Private Equity, Brand Hoff and Martin Harwood have an interest in more than 90 percent of Tower shares.
“When I founded Tower more than 20 years ago, we set out to develop the world’s best records and document management software. By joining forces with HP – one of the world’s largest technology companies – we expect to take TRIM Context to the broader global market,” said Brand Hoff, founder, Tower Software. “This will mark a new era for Tower’s customers, employees and partners. I am pleased to fully support this transaction and encourage our Tower shareholders to accept HP’s offer, in the absence of a higher third-party offer.”
The acquisition will be conducted by means of an off-market takeover bid for all of the outstanding shares of Tower. The takeover offer is subject to a number of conditions, including regulatory approvals, and is expected to close in the second quarter of calendar year 2008. See Appendix A below for more details.
More information is available at www.hp.com/go/tower and detailed information will be provided to Tower shareholders in the bidder’s statement to be issued by HP.
About Tower SoftwareTower was founded in 1985 and is headquartered in Canberra, Australia, with additional offices in Australia, North America and Europe. Tower has 240 employees. Tower develops and markets enterprise content management software and solutions, primarily for regulated and government industries. Tower’s software products include electronic document and records management, business process automation, web content management, document capture and assembly, collaboration and information management solutions.
HP focuses on simplifying technology experiences for all of its customers – from individual consumers to the largest businesses. With a portfolio that spans printing, personal computing, software, services and IT infrastructure, HP is among the world’s largest IT companies, with revenue totaling $107.7 billion for the four fiscal quarters ended Jan. 31, 2008. More information about HP (NYSE: HPQ) is available at http://www.hp.com.
(1) As defined by the Electronic Discovery Reference Model (www.edrm.net). EDRM is the industry’s standard reference model for a common, flexible and extensible framework for development, selection, evaluation and use of electronic discovery products and services.
Microsoft is a U.S. registered trademark of Microsoft Corp.
This news release contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HP and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; risks related to the timing or ultimate completion of the transaction statements of the plans, strategies and objectives of management for future operations; any statements concerning expected development, performance or market share relating to products and services; anticipated operational and financial results; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the execution and performance of contracts by HP and its customers, suppliers and partners; the achievement of expected results; and other risks that are described in HP’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2008 and HP’s other filings with the Securities and Exchange Commission, including but not limited to HP’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007. HP assumes no obligation and does not intend to update these forward-looking statements.
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