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HP CEO claims win in Compaq vote; results still pending
( 2002-03-20 09:21 ) (7 )

Hewlett Packard chairwoman and chief executive Carly Fiorina quickly claimed victory Tuesday in her company's bitter proxy battle to buy Compaq Computer Corp., saying a preliminary estimate of shareholder votes shows enough support to approve the merger.

"It appears that our shareholders made a choice today, not only to embrace change, but to lead it," Fiorina said after the two-hour meeting. "We think we have a slim but sufficient margin, and we think it's important to let people know that."

Fiorina spoke at the conclusion of a meeting of more than 1,000 Hewlett-Packard Co. shareholders who crowded into a Silicon Valley auditorium for a mostly civil meeting to vote on the US$21 billion deal.

The proposed deal to acquire Compaq had been strongly opposed by members of the Hewlett and Packard families.

Walter Hewlett, the HP heir who has harshly criticized Fiorina and said she was unlikely to survive a defeat, said the claim of victory was premature and that the vote remained too close to call.

"In a proxy contest this close, where stockholders are changing their votes right up until the closing of the polls, it is simply impossible to determine the outcome at this time," he said.

It will take weeks to determine the official result of what was shaping up as one of the closest corporate elections ever. Independent proxy counters must verify each vote, and each side can challenge whether the proper people signed certain ballots.

Shortly after the meeting began, Hewlett spoke briefly from a microphone near the back of the auditorium before the vote, thanking HP's employees and 900,000 stockholders for listening to his arguments against the deal. He also said the company's vaunted "HP Way" lives on in its workers - and is not just a relic relevant only to the Hewlett and Packard families.

"For decades, HP has represented the best of what an American company can be," Hewlett said, drawing applause from almost all of the audience - and Fiorina.

Hewlett reiterated his belief that HP does not need the Compaq deal because it "is not a company in crisis." Whatever the result, he said, "I think that this has made us a stronger company."

When he concluded his remarks, almost everyone in the audience gave him a standing ovation. Fiorina applauded as well from her podium on the stage.

Shareholders were then given a chance to ask questions of Fiorina and vote their stakes, though most had mailed their proxies. Nearly all of the investors who spoke were current or former employees.

Some complained about how last year's 7,000 layoffs at the company were handled and the 15,000 more that would be needed if the Compaq deal goes through.

When one man asked Fiorina about independent polls that found employees at three HP sites opposed the deal by a 2-to-1 ratio, she responded that internal surveys gave her confidence that most workers company-wide actually support the deal. Many in the crowd booed.

Fiorina responded: "I didn't say retirees."

More boos followed. Fiorina repeated that she was confident in the internal survey results.

With an unusual chance to directly influence the fate of two companies - and perhaps an entire industry, shareholders began lining up for the meeting around dawn Tuesday, nearly two hours before it was to begin.

Saul Chaikin, a retired teacher at DeAnza College, where the meeting was being held, changed his mind three times before deciding to vote against the merger.

"I'm attending to witness something historic," he said.

HP and Compaq say the deal is essential for their long-term survival in the consolidating computing industry, and Fiorina has staked her reputation on seeing the acquisition through.

Hewlett contends HP is overpaying for Compaq, would get bogged down selling low-margin personal computers and services and can't afford to risk the complex integration of the companies' massive organizations.

Coming into Tuesday, more than 22 percent of HP stock - including the 18 percent held by the Hewlett and Packard families and foundations - had come out against the acquisition. About 9 percent was publicly in favor.

Rarely do proxy fights turn into such cliffhangers, said Charles Elson, director of the Center for Corporate Governance at the University of Delaware.

The most recent proxy fight this close, he said, was last year's banking merger of Wachovia Corp. and First Union Corp., which was approved by 60 percent of Wachovia shares after rival SunTrust Banks Inc. made an unsolicited takeover bid for Wachovia.

No such mystery surrounds Compaq's stockholder vote Wednesday in Houston. The deal is expected to be overwhelmingly approved there, largely because of the premium HP is paying for Compaq shares.

HP shares fell 45 cents to US$18.80 in afternoon trading on the New York Stock Exchange, where Compaq rose 75 cents to US$11.11. That closing of the gap between the two companies' stock prices suggests Wall Street is increasingly confident the deal will be approved.