HP/Compaq - Acquisition timeline

February 2002: Hewlett-Packard Co. (HP) announces that shareholders will vote on its proposed acquisition of Compaq Computer Corp. on March 19 at a meeting in Cupertino, California.

January 2002: Still waiting for word from the U.S. Federal Trade Commission (FTC), HP and Compaq are greeted with the news that the European Commission (EC) has given a thumbs-up to the acquisition after a month-long investigation. While the EC acknowledges the breadth of the deal, it says that the merged company will not negatively impact prices or hinder customer choice.

January 2002: Alliance Capital Management Holding LP is HP's first institutional investor to support the acquisition publicly in a filing with the U.S. Securities and Exchange Commission (SEC), a move that may calm jittery fellow investors.

January 2002: HP and Compaq miss the deadline for concessions in the EC investigation, suggesting that the two companies have not offered to sell any of their activities in an effort to avoid delay of the acquisition's approval. On the flip side, there is speculation that the companies' lack of concessions means they expect a full-length four-month investigation, and are saving any possible concessions as a bargaining chip.

January 2002: HP addresses shareholders in a letter championing the acquisition and discrediting opponent and board member Walter Hewlett, son of HP co-founder William Hewlett. The only board member not in favor of the deal, HP describes him as "a musician and academic who oversees the Hewlett family trust and foundation. While he serves on HP's Board of Directors, Walter has never worked at the company or been involved in its management. His motivations and investment decisions are likely to be very different from your own."

January 2002: In a letter to HP shareholders, Walter Hewlett challenges the acquisition, arguing that the company has nothing to gain from the deal and will only be weakened by it. He says that HP is a "great company" that will be become "less focused and more troubled" if the merger goes through.

December 2001: HP files a response to Walter Hewlett's proxy statement opposing the acquisition with the SEC. It says that the deal "will accelerate our strategic transformation by years by bolstering all of our businesses, including enterprise computing, PCs, IT services and printing and imaging."

December 2001: A proxy statement is filed with the SEC by Walter Hewlett and his fellow opponents of the acquisition. The statement will be sent to shareholders, upon SEC approval, accompanied by a card that can be sent to the company as an anti-acquisition vote.

December 2001: HP submits an application seeking European approval of the deal by the EC.

December 2001: HP Chief Executive Officer (CEO) Carly Fiorina and Compaq CEO Michael Capellas speak out against opponents of the acquisition in a letter to shareholders that is also filed with the SEC, describing the negative attitudes as "simplistic antimerger bias."

December 2001: Walter Hewlett files an opposition to the acquisition with the SEC, focusing on the companies' financial downslides since the deal was announced. Compaq's share price has plummeted 17.8 percent to US$10.15 and HP's 5.3 percent to $21.99 in the three months since the merger was announced.

November 2001: The EC conducts prenotification talks with HP and Compaq as a precursor to applying for EC approval.

November 2001: HP and Compaq are asked by the FTC to supply more information about their acquisition.

November 2001: HP board votes in favor of the acquisition.

November 2001: David Packard, son and namesake of HP's co-founder, steps forward as an opponent to the company's acquisition of Compaq, releasing a statement to the San Jose Mercury News (California) detailing his reasons, many of which coincide with Walter Hewlett's. He also expresses concern about layoffs that will result from the deal.

November 2001: Walter B. Hewlett, Eleanor Hewlett Gimon, and Mary Hewlett Jaffe, all children of William Hewlett, as well as the William R. Hewlett Revocable Trust and the William and Flora Hewlett Foundation, voice their opposition to the acquisition. The family and trust own more than 100 million shares, or 5 percent, in the company.

October 2001: HP CEO Carly Fiorina names executives to take the helm of the merged company. Among those who make the cut are Compaq Chief Technology Officer (CTO) Shane Robison, who is tapped for a spot as CTO and senior vice president, and Compaq Chief Information Officer (CIO) Bob Napier, who is to be brought in as CIO and senior vice president. Fiorina will continue as CEO, while Compaq CEO Michael Capellas will become president.

September 2001: The EC announces that it will investigate the planned acquisition, as standard practice.

September 2001: HP and Compaq announce that they will save US$2.5 billion annually by merging their operations. Unfortunately, the bulk of the savings will be achieved through 15,000 layoffs.

September 2001: Plans are revealed for HP to acquire Compaq in an all-stock deal worth $25 billion that will make the merged entity one of the biggest IT companies, with annual sales of $87.4 billion and operating income of $3.9 billion.

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