Final Tally: HP Merger OKed

Hewlett-Packard Co. Wednesday said the final tally results from its March 19 proxy vote show it can claim official victory in its $18.4 billion bid to acquire Compaq Computer Corp. .

By a margin of 51 percent of shares cast for the deal and 48 percent against it, the Palo Alto, Calif.-based computer and printer maker said it will launch the combined company on May 7, four days later than HP originally anticipated.

According to Delaware-based IVS Associates, an independent election-auditing firm, there were 838,401,376 HP shares voted in favor of the deal and 793,094,105 shares voted against the deal. Some 14 million shareholders abstained.

The deal also means that HP will have to make tough love choices including trimming 15,000 employees from the combined workforce of 150,000 sometime in the next two years as well as deciding which products will stay and which will go.

The certification comes one day after Delaware Chancery
Court Judge William Chandler ruled in favor of the computer maker in its lawsuit filed by former dissident board member Walter Hewlett.

The oldest son of the company’s co-founder originally indicated there might be an appeal of the ruling, but conceded a few hours later saying that his presence would still be felt in the form of chairman of The William and Flora Hewlett Foundation and as a trustee of The William R. Hewlett Revocable Trust, two major HP stockholders.

Much of Hewlett’s case centered on whether HP had influenced the vote of Deutsche Bank’s Deutsche Asset Management arm which holds
1.3 percent of HP stock and was entitled to 20 million votes. In the closing days of the proxy battle, Deutsche Asset Management
helped HP prepare a new $4 billion credit facility in case the merger is successful.

But the judge sided point for point with HP saying Hewlett failed to prove his claims.

The San Francisco office of the Securities and Exchange Commission and the U.S. Attorney’s Office for the Southern District of New York are still expected to continue their investigations. However, it is unlikely that either investigation will reverse the shareholder vote.

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