May 1, 2002 2:35 PM PDT

HP announces final results of vote count

Hewlett-Packard announced Wednesday that a final tally shows its shareholders have approved the Compaq Computer acquisition, paving the way for the largest PC merger in history to close.

See special coverage: A Fight to the Finish HP said it expects to close the deal Friday and launch the new company Tuesday.

According to the final tally from Delaware-based IVS Associates, 838,401,376 HP shares were voted in favor of the deal, compared with 793,094,105 shares voted against the proposal--a difference of a little less than 3 percent. Nearly 14 million shares abstained.

The final tally comes a day after a Delaware court rejected a lawsuit from Walter Hewlett seeking to overturn the results of the March 19 shareholder vote. After the judge's ruling, Hewlett said he would not file an appeal and would also drop his challenge to IVS's preliminary tally.

The final vote certification brings to an end a months-long proxy fight that was one of the most costly and contentious in memory.

Although Hewlett approved the merger last year when he was an HP board member, he subsequently launched a campaign against the deal in November. Hewlett was joined later in his fight by David W. Packard, son of HP co-founder Dave Packard, and later by the David and Lucile Packard Foundation, HP's largest shareholder.

The campaign launched by Hewlett was initially viewed as a quixotic venture. Large and small investors, though, began to gravitate toward his message that technology mergers typically don't work well, and many shareholders, including the Hewlett and Packard families, decided against the deal. Employees found themselves in the middle, concerned about corporate culture clashes and pending layoffs if the merger were to succeed.

HP and Compaq now face an even more formidable task: merging two enormous rivals into one cohesive team that can compete against IBM and Dell Computer--two companies currently outgrowing both HP and Compaq in key markets. Integrating companies is never an easy task. Compaq executives admit they mishandled Compaq's acquisition of Digital, a deal that ultimately led to HP's acquisition of Compaq.

Both HP and Compaq have been meticulously planning the integration for months and have already mapped out the merged companies' product lines and management teams.

News.com's Michael Kanellos contributed to this report.

 

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