HP/Compaq: Fiorina voicemail stirs up controversy

Hewlett-Packard chief executive Carly Fiorina said in a voicemail message left for one member of the company's executive team...

Hewlett-Packard chief executive 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 ensure key investors vote in favour of the company's acquisition of Compaq, according to published reports.

Fiorina left a voicemail 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 voicemail, 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 in the San Jose Mercury News, which received a copy of the voicemail message.

In a statement issued yesterday (10 April), Wayman said the language used in the voicemail 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 voicemail 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. "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 voicemail until yesterday and countered that it may actually support its case against HP.

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

Hewlett filed suit on 28 March 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 voicemail 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 voicemail message, adding that she should would personally call Northern Trust.

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