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HP/Compaq: SEC and US Attorney probe merger deal

HP/Compaq: SEC and US Attorney probe merger deal

The US Securities and Exchange Commission and the US Attorney's office for the Southern District of New York have both made inquiries to Hewlett Packard regarding deals the company may have made with two major shareholders leading up to last month's HP/Compaq merger vote.

HP released a statement this morning saying that both the SEC and the US Attorney's office are seeking information on the company's dealings with Frankfurt-based Deutsche Bank and Chicago-based Northern Trust. The statement said the SEC has made an informal inquiry, while the US Attorney has subpoenaed records.

"We understand that [the subpoena] is in response to press accounts concerning the vote on the merger," an HP statement says.

In March, HP director Walter Hewlett filed suit against the company, saying that it essentially bought votes from Deutsche Bank in a last-minute deal. Deutsche Bank switched 17 million of its 25 million shares of stock in favour of the merger after HP made it co-arranger of a line of credit worth billions of dollars.

Last week, in a voice mail leaked to the San Jose Mercury News, HP CEO and chairwoman Carly Fiorina can be heard telling chief financial officer Robert Wayman that the company needed to do something "extraordinary" to swing the votes of both Deutsche Bank and Northern Trust.

HP has repeatedly said that it has done nothing wrong in the campaign to secure votes to assure that its merger with Compaq would be approved.

Walter Hewlett has declined to comment on today's development, and HP sources have tried to downplay the inquiries as routine given the amount of publicity the merger deal has received.

"The SEC has advised us that this inquiry should not be construed as an indication by the SEC or its staff that any violations of law have occurred, nor should it be considered a reflection upon any person, entity, or security," the HP statement said.


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