Hewlett family to oppose HP-Compaq deal

Daily Newsletters

Sign up to ZDNet UK's daily newsletter.

NEWS
Descendents of Hewlett-Packard co-founder William Hewlett said Tuesday that they plan to oppose the company's blockbuster merger with Compaq Computer. Three of William Hewlett's children--Walter Hewlett, Eleanor Hewlett Gimon and Mary Hewlett Jaffe--as well as the family's trust said in a statement that they will vote against the deal if it is brought to a shareholder vote. Walter Hewlett, a member of HP's board as well as chairman of the William and Flora Hewlett Foundation, said the foundation has also reached a preliminary conclusion to vote its Hewlett-Packard shares against the merger. "After careful deliberation, consultation with my financial adviser, and consideration of developments since the announcement of the merger, I have decided to vote against the transaction," Walter Hewlett said in a statement. "I believe that Hewlett-Packard can create greater value for stockholders as a stand-alone company than as a company combined with Compaq." The Trust, the Hewlett Foundation and the family members together own more than 100m shares of Hewlett-Packard stock, representing about 5 percent of HP's shares. The Hewlett family's announcement is the latest and most high-profile criticism of the deal, although a number of investors and analysts have also panned the merger. Last month, Matrix Asset Advisors, which owns stock in both companies, sent a letter to directors of both companies urging them to abort the merger. Although Matrix has stated its opposition, other shareholders have offered either grudging or outright support for the deal. Before Tuesday's announcement from the Hewlett family, most analysts had forecast that the deal would go through despite opposition. The move comes as a slap to HP chief executive Carly Fiorina and Compaq chief executive Michael Capellas, who have been travelling the country in an effort to win support from investors and analysts. Shares of both companies have plummeted since the deal was announced in September. Originally valued at $25bn (£17.5bn), the deal's price has shrunk as HP shares have lost value. News of the opposition cheered investors, who have been critical of the merger since it was announced. After drifting along at about $17 per share, HP stock jumped about 15 percent immediately after the foundation's announcement reached traders Tuesday. Compaq shares, however, declined 49 cents to $8.50. The foundation's concerns added to the growing sentiment that the deal will not be completed. Under the agreement, Compaq shareholders would receive 0.63 shares of the combined company. With HP shares now trading at $19.70, Compaq shares should be trading closer to $12.41, nearly 50 percent above their current price. The disparity in the share prices indicates that investors are sceptical the deal will go through. HP said it will press on with the merger effort. "While we regret very much the Hewlett family's decision, we are not surprised," the company said in a statement. "The HP board of directors and HP and Compaq remain fully committed to the merger and expect shareholder approval." A source familiar with the matter said HP and Walter Hewlett had been in talks since the merger was announced, but it became clear in recent days that the company was not going to gain the Hewlett family's support. A Compaq representative declined to comment on the Hewlett family's action but said that the company remains committed to the merger. "The fundamentals of the deal remain unchanged," he said. Walter Hewlett, who originally voted in favour of the merger as an HP director, offered a laundry list of reasons for his opposition to the deal. Hewlett said acquiring Compaq would significantly increase HP's exposure to the PC market, which he said is "neither growing nor profitable". The merger also would substantially dilute HP's current shareholders' interest in the company's profitable printer and imaging business, Hewlett said, and increase HP's exposure in the lower-end server business, which he said is less profitable for HP than the higher-end segment of that business. Additionally, Hewlett said that "Compaq's services business, which is more focused on support than outsourcing and consulting, is not the type of services business that Hewlett-Packard should be seeking to grow". He added that the merger is distracting to HP's management and is causing uncertainty that could prompt customers to shift business to other computer makers. Finally, he pointed to the problems of integrating the two companies, as well as to a declining outlook for Compaq's business since the deal was announced. He said these issues make it even less likely that HP would enjoy any benefits from the merger. The Hewlett family's contention that the merger would plunge HP deeper into the PC market is borne out by Compaq's financial results. Approximately 42 percent of Compaq's $7.5bn in revenue in the third quarter came from its PC group, and a substantial portion of revenue from its so-called Enterprise group came from selling Intel-based servers, which are subject to the same sort of price pressures as PCs. Furthermore, a large portion of the revenue from Compaq's services group comes from providing PC support to corporations. Last quarter, only the services group turned a profit for Compaq. Currently, HP and Compaq executives are putting together a plan for integrating the two companies, assuming the deal goes through. Sources close to HP have said that one of the ideas HP is contemplating is how to exit, or at least downplay, the consumer PC market. Analysts said the family's opposition will make it much harder for the company to promote the plan. Merrill Lynch analyst Tom Kraemer noted that the Hewlett family, along with the family of co-founder David Packard, control a significant block of HP's stock, though far from a majority. Merrill pegged the Packard stake at 10 percent, but added that when and if a shareholder vote does occur, it requires a majority of the shares voted to make or break a deal, and no all shareholders will vote. "Given this, if the Hewletts and the Packards voted together, their shares combined could be a larger percentage of the shares actually voting," Kraemer said in a research note published after the Hewlett announcement. "If this size of a block votes against the merger, it could make it substantially more difficult for the merger to go through." A representative of the David and Lucile Packard Foundation was not immediately available for comment. By itself, the Hewlett family's move "is (not) enough to kill the deal," said ABN AMRO analyst Bill Shope, "but it should start to raise some more questions (among) shareholders and management... about how good a deal this is. Analysts and now the family are questioning it." "This deal didn't make much sense to begin with," Shope added. "This is just going to make it a lot more difficult to pull off." Should either computer maker pull out of the deal, the company could be on the hook for a $675m breakup fee, according to a regulatory filing made in September. Shope also said the lack of family support made the companies look bad. "I would have imagined it would have been important to have family support for this deal" before it was announced, he said. The Hewlett family's opposition could create momentum for other major shareholders to come out against the deal, noted Ashok Kumar, an analyst with US Bancorp Piper Jaffray. "If they fall on the side of the Hewlett family, it would be highly unlikely that the merger would go through," he said, adding that the merger does not help HP overcome its chief problem of being concentrated in too many diverse, low-margin businesses. News.com's Margaret Kane contributed to this report. See techTrader for the latest financial news in the high-tech sector. See the Business News Section for full coverage. Have your say instantly, and see what others have said. Click on the TalkBack button and go to the techTrader forum Let the editors know what you think in the Mailroom. And read other letters.

Post your comment

In order to post a comment you need to be registered and logged in.

You can also log in with Facebook. Log in or create your ZDNet UK account below

  • Login

Will not be displayed with your comment

By signing up for this service, you indicate that you agree to our Terms and Conditions and have read and understood our Privacy Policy. Questions about membership? Find the answers in the Community FAQ

Get ZDNet UK's daily newsletter

Enter your email address to sign up

ZDNet UK Live

BrownieBoy

@Jack, > Works really well for thieves.... Nice attempt to deflect the argument by tossing in a point that's totally irrelevant, even it were...

6 minutes ago by BrownieBoy on AMD Ultrathins to challenge Intel Ultrabooks
bootlegger

Make that 13 people now - I got refused today at Manchester airport. I thought I was up to date on this legislation - I knew of the EU ruling from...

3 hours ago by bootlegger on UK airport body scans will not be opt out
tinycg

Don't forget to check out apps like GoodReader or SlideShark either, they're indispensible for people on the go in presentation situations. Best...

6 hours ago by tinycg on Four top iPad apps for people on the move
TerryRK

Well it seems there is something a number of us agree on. Why is the Ubuntu Unity launcher so ugly? I thought perhaps it was something to do with...

10 hours ago by TerryRK on A tale of two distros: Ubuntu and Linux Mint
Freebies202

Duplicate comments are not made intentionally. Its very good to know that now you are keeping check on this problem because sometimes a commenter...

20 hours ago by Freebies202 on Microsoft fixes blog comments, speeds up blogs with open source
kevinmchapman

"the very significant number of users" and "many (most) of us" - you have no evidence for these statements. It is a fact that most users are saying...

1 day ago by kevinmchapman on A tale of two distros: Ubuntu and Linux Mint
Marg Menzies Harrison

Another grammar faux pas is the improper use of "you". When sitting down down in a restaurant, for example, I get cringe when the waitress...

1 day ago by Marg Menzies Harrison via Facebook on 10 flagrant grammar mistakes that make you look stupid
zdnetukuser

And NOW, folks, for Canonical's next trick... Kubuntu is late. Here's a pencil. Draw your own conclusions. cf.:...

1 day ago by zdnetukuser on Linux Minterface
Moley

@kevinmchapman. The discussion here reflects the very significant number of users who really do like the traditional menu system and who wish to...

1 day ago by Moley on A tale of two distros: Ubuntu and Linux Mint
kevinmchapman

Er, no... It is an efficient means of finding the application/file/setting you need in one place. The icons are a simply a fallback for when you...

1 day ago by kevinmchapman on A tale of two distros: Ubuntu and Linux Mint
TerryRK

Isn't the provision of a text based search an admission by the developers that the mass of icons approach does not work? I don't need to use a...

1 day ago by TerryRK on A tale of two distros: Ubuntu and Linux Mint
kevinmchapman

"Unity and GNOME 3 both abandon the old text-based cascading menus in favour of a graphical icon-driven system." Point truly missed. Both use a...

1 day ago by kevinmchapman on A tale of two distros: Ubuntu and Linux Mint
TerryRK

whs001 - Thank you, I'm glad you liked the article. I absolutely agree with you on your first point. I should perhaps have made it clearer that...

1 day ago by TerryRK on A tale of two distros: Ubuntu and Linux Mint
Dennis Nilsson

If we allow corporate interest to dictate the way our government circumvents due process against foreign entities then we should accept the same...

2 days ago by Dennis Nilsson via Facebook on ACTA stumbles in Germany
GHar123

I totally dislike pirating of works, I fear that artists will be deterred from creating works if they think that they are going to get ripped off....

2 days ago by GHar123 on ACTA stumbles in Germany
JCB33

How dare film makers, artists or anybody that invests in creativity stop us pirating their works for free. I want to be able to walk into my local...

2 days ago by JCB33 on ACTA stumbles in Germany
Moley

@GrueMaster. I prefer horses for courses rather than one size fits all. I, and I suspect most other computer users, do not really wish to have...

2 days ago by Moley on A tale of two distros: Ubuntu and Linux Mint
greycynic

The product that scares me every time I have to use it is the Office 2007 version of Excel. The first bug that I found was applying the median...

2 days ago by greycynic on Ten flawed products that derail productivity
GrueMaster

Nice review and very informative. One thing I'd like to add (in reply to whs001's 1st question), the main reason to have the same interface from...

2 days ago by GrueMaster on A tale of two distros: Ubuntu and Linux Mint
Frederick Wrigley

I'be been using Mint 12 since the RC came out, and I am far more happy with the Cinnamon, the Mate, and, yes (with extensions), theGnome 3...

2 days ago by Frederick Wrigley via Facebook on A tale of two distros: Ubuntu and Linux Mint