HP claims victory on preliminary count
- — 18 April, 2002 09:11
Hewlett-Packard has said in a statement that its shareholders have approved the company's acquisition of Compaq, based on a preliminary vote count by independent inspectors. Shareholders voted 837.9 million shares in favour and approximately 792.6 million shares against, with an "insignificant" number of votes that were cast still unresolved, HP said.
The tally by IVS Associates is subject to a recount if demanded by either side, according to HP spokeswoman Rebeca Robboy. If HP acquisition opponent Walter Hewlett demands a recount, both parties would participate in a review of the proxies voted, HP said in the statement. That review would probably begin promptly and last about one week, the company said.
HP's proposed acquisition of Compaq, which would be the largest takeover ever in the IT industry, has become the subject of a heated battle between HP management and Hewlett, who is the son of company co-founder William Hewlett.
In a statement, the William R. Hewlett Revocable Trust, which has opposed the merger, called the margin in the vote "extremely narrow".
"These are preliminary results and both sides will have the opportunity to examine and challenge the proxy tabulation prior to final certification. In addition, the pending litigation with Hewlett-Packard in the Delaware Chancery Court must be heard before any final outcome is determined."
As reported, the trust filed a complaint against HP last month in a bid to block the merger, in which it took issue with the way HP solicited votes to approve the deal. A trial in that case is scheduled to begin on April 23, the trust said.
The opponents' next course of action will be to review the proxies, according to Todd Glass, a spokesman for Walter Hewlett.
"We will go down to Delaware, begin examining the votes and challenge the ballots if we need to," Glass said. Hewlett's team will look over the votes and check signatures, dates and other relevant items.
The outcome of the preliminary vote matched Hewlett's expectation that the margin would be "razor thin," Glass said.
If the opponents were to conduct such a review, HP attorneys would join in that process, along with IVS's own inspectors and proxy solicitors from a third party whose job is to manage the voting process, HP's Robboy said.
Most of the votes against the merger came from shareholders affiliated with the Hewlett and Packard families and the foundations with which they are associated, according to HP. Shareholders not affiliated with those parties voted in favour of the deal by a margin of roughly 2:1, HP said.
If there is no recount, IVS will produce a final tally, Robboy said. In addition, the final tally is subject to a challenge process that would take an additional one or two days, according to the statement.