Hewlett-Packard Family Members

question 76

Essay

Hewlett-Packard Family Members
Oppose Proposal to Acquire Compaq

On September 4, 2001, Hewlett-Packard (“HP”) announced its proposal to acquire Compaq Computer Corporation for $25 billion in stock. Almost immediately, investors began to doubt the wisdom of the proposal. The new company would face the mind-numbing task of integrating overlapping product lines and 150,000 employees in 160 countries. Reflecting these concerns, the value of the proposed merger had sunk to $16.9 million within 30 days following the announcement, in line with the decline in the value of HP’s stock.

In November 2001, Walter Hewlett and David Packard, sons of the co-founders, and both the Hewlett and Packard family foundations, came out against the transaction. These individuals and entities controlled about 18% of HP’s total shares outstanding. Both Carly Fiorina, HP’s CEO, and Michael Capellas, Compaq’s CEO, moved aggressively to counter this opposition by taking their case directly to the remaining HP shareholders. HP management’s efforts included a 49-page report written by HP’s advisor Goldman Sachs to rebut one presented by Walter Hewlett’s advisors. HP also began advertising in national newspapers and magazines, trying to convey the idea that this deal is not about PCs but about giving corporate customers everything from storage and services to printing and imaging.

After winning a hotly contested 8-month long proxy fight by a narrow 2.8 percentage point margin, HP finally was able to purchase Compaq on May 7, 2002, for approximately $19 billion. However, the contentious proxy fight had lingering effects. The delay in integrating the two firms resulted in the defection of key employees, the loss of customers and suppliers, the expenditure of millions of dollars, and widespread angst among shareholder.
-In view of the dramatic decline in HP's stock following the announcement, why do you believe Compaq shareholders would still vote to approve the merger?

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Definitions:

Recognition

The cognitive process of identifying and understanding something previously learned or experienced.

Relearning

The process of learning material or skills again, often more quickly than the first time, after some period of forgetting.

Long-Term Memory

The phase of memory responsible for storing information for an extended period, ranging from a few days to a lifetime.

Sensory Memory

The shortest-term element of memory, which acts as a buffer for stimuli received through the senses, lasting only a fraction of a second.