HP/COMPAQ - Fiorina voice mail stirs up controversy

HP/COMPAQ - Fiorina voice mail stirs up controversy

Hewlett-Packard's Chief Executive Officer Carly Fiorina said in a voicemail message left for one member of the company's executive team that HP might have to take "extraordinary" measures to make sure key investors voted in favor of the company's acquisition of Compaq Computer, according to published reports.

Fiorina left a voice mail message for Bob Wayman, executive vice president and chief financial officer at HP, two days before HP's shareholder vote on the deal. In the voice mail, she suggested that the company "may have to do something extraordinary" to make Deutsche Bank and Northern Trust vote in favour of the acquisition, according to a report from the San Jose Mercury News, which received a copy of the voicemail message.

In a statement issued Wednesday, Wayman said the language used in the voice mail message reflected standard operating procedure for the hotly contested battle. But one of the lead objectors to the merger, Walter Hewlett, HP board member and son of one of HP's founders, plans to submit the voice mail message as evidence in a lawsuit he filed last month alleging that HP took inappropriate steps -- such as coercion and withholding of information -- to gain shareholder votes, according to his spokesman.

"In the last few days before the special meeting, we were constantly prioritising our efforts based on feedback from investors and whether we had yet made our case effectively to them," Wayman said, in a statement issued Wednesday. "We did in fact make extraordinary efforts to present the merits of the merger to investors, including dozens of presentations in the final days."

Hewlett's camp was unaware of the voice mail before Wednesday and countered that it may actually support its case against HP.

"We believe that the voice mail is relevant to our case and assume it will be turned over as part of the discovery," said Todd Glass, a Walter Hewlett spokesman.

Hewlett filed suit on March 28 against HP, claiming the company took improper actions to coerce Deutsche Asset Management, a division of Deutsche Bank, to reverse its vote against the deal. Hewlett also alleged that company executives held back information on the expenses associated with acquiring Compaq from investors.

Despite HP's call to dismiss the suit, a Delaware judge this week allowed the hearing to continue.

Fiorina's voice mail called on Wayman to telephone a Deutsche Bank executive. "And if you don't get the right answer from him, then you and I need to demand a conference call, an audience, etc., to make sure that we get them in the right place," she said in the voice mail message, adding that she should would personally call Northern Trust.

One analyst said the comments were not indicative of wrongdoing and were not likely to rock the court of public opinion unless more concrete evidence surfaced of illicit tactics.

"It's interesting that the thing is making the rounds," said Martin Reynolds, vice president and research fellow at Gartner Inc. "In and of itself, there's nothing damaging there.

"All it indicates is that she was interested in applying some pressure to vote the way HP wanted," he said.

HP has claimed victory in the shareholder vote held on March 19, but official results haven't been made public yet.

(Stacy Cowley in New York contributed to this article.)

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