THE MERGER OF HEWLETT-PACKARD AND COMPAQ (B): DEAL DESIGN

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1 v. 2.5 Reflecting on her prior analysis, Kathryn Macalester was comfortable with the pricing, and believed there were strategic benefits to the proposed merger. Like all smart investors, however, Macalester knew that the trade-off between deal terms and pricing could mean the difference between success and failure. She had directed her research associate to gather additional information specific to transaction structure, the exchange ratio, and other provisions of the deal so she could assess the strengths and weaknesses of the proposed merger. Macalester was working over the weekend to prepare for a Monday morning meeting with her partners, as the fund s vote on the merger proposal was due by 8:00 a.m. on Tuesday, March 19, Summary of Terms Under the terms of the merger agreement, each Compaq shareholder would receive share of HP common stock, resulting in an approximately 36 percent ownership of the new company by former Compaq shareholders. The company was to retain the Hewlett-Packard name, and the HWP ticker symbol would be changed to HPQ. Carly Fiorina, HP s chairman and CEO, was to maintain those positions in the new company, and Michael Capellas, Compaq s chairman and CEO, was to be named president of the new HP. The new board of directors would have 11 members, with a maximum of two employee directors; six directors would come from HP. Macalester reviewed the other significant deal terms regarding ownership and control, as summarized by her associate (Exhibit 1). Reverse-Triangular Merger The merger was described as a tax-free reorganization, in which a Hewlett-Packard subsidiary, Heloise Merger Corporation, was created solely for the purpose of merging with Compaq. The supplemental research material provided to Macalester included a diagram of the merger transaction (see Exhibit 2). Macalester was familiar with a reverse-triangular merger, and she reflected on the pros and cons of such a deal structure. A reverse-triangular merger This case was prepared by Anna D. Buchanan, under the supervision of Robert F. Bruner. It was written as a basis for class discussion rather than to illustrate effective or ineffective handling of an administrative situation. Copyright 2004 by the University of Virginia Darden School Foundation, Charlottesville, VA. All rights reserved. To order copies, send an to sales@dardenpublishing.com. No part of this publication may be reproduced, stored in a retrieval system, used in a spreadsheet, or transmitted in any form or by any means electronic, mechanical, photocopying, recording, or otherwise without the permission of the Darden School Foundation.

2 -2- would result in a tax-free reorganization in which HP would control substantially all of Compaq s assets through a wholly owned subsidiary, thereby limiting HP s exposure to Compaq s liabilities. The transaction would be tax free to HP, as long as the form of payment for at least 80 percent of the consideration was paid with HP voting stock. Although a shareholder vote of the target was required, a minority freeze-out could be accomplished, if necessary. This form of transaction would limit HP s ability to sell or spin off assets immediately before the transaction. 1 Exchange Ratio In considering whether an appropriate exchange ratio was being offered, Macalester studied the contribution analysis that had been prepared for her (see Exhibit 3). Based on a variety of measures, the CPQ/HWP ratios were broadly distributed. In reviewing the Goldman Sachs and Salomon Smith Barney fairness opinions (see Exhibit 4), Macalester paid particularly close attention to each adviser s assessment of the exchange ratio. Acquisition Premium On August 31, 2001, the last trading day before the September 3, 2001, announcement date, HP and Compaq shares closed at $23.21 and $12.35, respectively, which implied an 18.9 percent premium at the exchange ratio. As of the February 4, 2002, proxy, when HP and Compaq shares closed at $22.04 and $12.20, respectively, the implied premium was 14.3 percent. At the end of trading on Friday, March 15, 2002, HP and Compaq shares closed at $19.05 and $10.33, respectively. Merger of Equals From the announcement date throughout the contentious campaign for shareholder votes, Hewlett-Packard and Compaq executives touted the transaction as a merger of equals (MOE). Fiorina and Capellas continued to describe the business combination as a mutually beneficial marriage of two technology companies, each with different strengths and areas of contribution. Perhaps aiming to downplay valuation differences or integration challenges, the CEOs as well as members of their boards of directors Walter Hewlett notwithstanding continued to describe the deal as a merger of equals. Informed observers could be justifiably dubious of the MOE characterization, whether euphemism or earnest intent. In spite of the term s presumably positive intended consequences, Hewlett took issue with the merger of equals, and later stated his view to the Council of Institutional Investors: 1 The description of a reverse-triangular merger presented in this section (as well as the diagram shown in Exhibit 2) also appears in Applied Mergers & Acquisitions, by Robert F. Bruner (Hoboken, NJ: John Wiley & Sons, 2004), , 560.

3 -3- A merger of equals is the toughest kind of integration to pull off. It is much harder than an acquisition, and certainly much harder than a spin-off. A spin-off creates focus, creates winners, and doesn t require integration. In mergers of equals there is invariably a battle for power, sometimes subtle at first but often becoming quite blatant, and there is no reason to think it will be different this time. Who will win two years from now? Texas or Silicon Valley? The Dallas Morning News is already placing its chips on Michael Capellas, and the Houston Chronicle s technology columnist has said that Compaq would be better off without HP and the huge problems integration would bring. 2 Macalester understood the MOE term to describe a merger of firms that are approximately equal in size and where a low (or zero) acquisition premium is paid. By indicating that neither party is strongly dominant in the combined companies, the term often conveys an attitude of teamwork and cooperation. Although both acquirer and target benefit from the realization of synergies that result from the merger, given the lower acquisition premium typically paid, the target s shareholders are believed to bear more of the cost of an MOE structure. 3 While an MOE structure might facilitate getting a deal done and be beneficial to HP shareholders in the short term, Macalester wondered about the ramifications to HP of an MOE after the deal was consummated. Integration As Macalester thoughtfully considered a merger of equals, she pondered both the similarities and differences of the two companies and how the integration would play out. Walter Hewlett and others had repeatedly claimed that technology mergers were particularly susceptible to failure, given the difficulty of quickly and effectively combining two businesses whose product life cycles were short and whose businesses were driven by fast delivery of innovative products to market. Macalester s assistant had provided her with a few observations on the integration of HP and Compaq (see Exhibit 5). As she reviewed the analysis before her, as well as the section of the proxy statement that addressed integration (see Exhibit 6), she questioned whether the HP and Compaq management teams presented a compelling case for integration success. Accretion/Dilution Macalester turned her attention to the merger s impact on shareholder dilution. By acquiring Compaq with equity, HP would be issuing more than a billion new shares of stock. She studied the pro forma financial statements provided in the joint proxy/prospectus statement (see Exhibits 7 and 8). Clearly, the merger would be dilutive if synergies were not realized. 2 Walter Hewlett, Council of Institutional Investors Presentation Comments, March 11, 2002, filed with the SEC on March 12, 2002, p This description of a merger of equals also appears in Bruner, Applied Mergers & Acquisitions,

4 -4- Macalester reviewed the information on synergies valuation and revenue losses previously provided by her associate. It would be important for her to quantify the merger s accretive value to HP shareholders. The Proxy Deadline Nears After reviewing the deal terms and structure, Macalester prepared a list of additional analyses required to assess fully the merits of the merger. Furthermore, in recommending how her firm should vote its shares, she would need to summarize for her partners the significant aspects of the transaction. Macalester made a to-do list: 1. Evaluate the deal terms. 2. Evaluate the exchange ratio and accretion/dilution impact. 3. Critique the merger of equals. 4. Evaluate the integration plan. 5. Decide how to vote. Macalester was scheduled to meet with her partners in the morning to discuss the merger and deliver her recommendation.

5 -5- Exhibit 1 Summary Term Sheet Announcement date September 4, 2001 Consideration Form of payment Exchange ratio Stock shares of HWP for each share of CPQ Ownership Ownership in merged company: 64% HP; 36% Compaq Number of Hewlett-Packard shares issued (millions) 1,068 Ratio of former CPQ shareholders to HWP shareholders 1 to 1.8 Price Market value per HWP share at 8/31/01 ($) Market value per CPQ share at 8/31/01 ($) Value of each CPQ share implied by exchange ratio ($) Implied premium paid for CPQ shares 18.9% Combined market capitalization 8/31/01 ($millions) 65,961 Market value per HWP share at 9/4/01 ($) Market value per CPQ share at 9/4/01 ($) Value of each CPQ share implied by exchange ratio ($) Implied premium paid for CPQ shares 7.7% Combined market capitalization 9/4/01 ($millions) 55,388 Tax and Accounting Accounting method Tax considerations Reorganization structure Merger method Purchase Tax-free reorganization Merger of Equals Reverse Triangular merger Management, Board and Control Company name of new firm Hewlett-Packard Chairman and CEO Carly Fiorina (former HP Chairman & CEO) President Michael Capellas (former Compaq Chairman & CEO) Board of directors Resulting board of directors contained 11 members, with 5 directors from Compaq and no more than two employee directors Executive officers Six of 20 most senior executive positions occupied by former Compaq executives Corporate Headquarters Palo Alto, CA (company maintained a significant presence in Houston, TX, for strategic R&D) Voting Rights by former HP and Compaq shareholders 64% HP; 36% Compaq Hewlett & Packard Families ownership 18.6% before; 8.4% after Other Shareholder vote Termination fees Ticker symbol change Synergies Shareholder approvals from both parties were required $750 million by either party if either HP or Compaq: a) was acquired by a third party b) breached its representations and warranties c) suffered a material adverse change From HWP to HPQ $2.0 billion was expected in fiscal 2003; annualized cost savings of $2.5 billion by mid fiscal 2004

6 -6- Exhibit 2 Reverse-Triangular Merger At Effective Time Result Compaq Hewlett-Packard Hewlett-Packard Merger Stock (and cash for fractional shares) Stock Compaq Shareholders Heloise Merger Corp Compaq Merger Sub Surviving Corporation From summary section of HP/Compaq joint proxy statement/prospectus dated February 4, 2002 (page 7): Under the terms of the merger agreement, a wholly owned subsidiary of HP will merger with and into Compaq and Compaq will survive the merger as wholly owned subsidiary of HP. Upon completion of the merger, holders of Compaq common stock will be entitled to receive of a share of HP common stock for each share of Compaq common stock they then hold. HP shareowners will continue to own their existing shares of HP common stock after the merger. HP currently intends to merge Compaq into HP as soon as reasonably practicable following the merger. From Article I of the Agreement and Plan of Reorganization by and among Hewlett-Packard Company, Heloise Merger Corporation, and Compaq Computer Corporation, dated September 4, 2001: At Effective Time, and subject to and upon the terms and conditions of this Agreement and the applicable provisions of Delaware Law, Merger Sub shall be merged with and into Compaq (the Merger ), the separate corporate existence of Merger Sub shall cease and Compaq shall continue as the surviving corporation. Compaq, as the surviving corporation after the Merger, is hereafter sometimes referred to as the Surviving Corporation.

7 -7- Exhibit 3 Contribution Analysis Hewlett- Packard Compaq Ratio of CPQ/HWP Ratio of CPQ to (CPQ+HWP) Ticker HWP CPQ Primary location California Texas Auditor E&Y PWC Fiscal year-end 31-Oct 31-Dec Employees 86,200 63, % 42.5% Selected Financial Data at 2001 FYE Total assets ($ millions) 32,584 23, % 42.1% Total long-term debt ($ millions) 3, % 13.9% Total liabilities ($ millions) 18,631 12, % 40.3% Total stockholders equity ($ millions) 13,953 11, % 44.3% Sales ($ millions) 45,226 33, % 42.6% Gross profit ($ millions) 12,947 8, % 39.6% Gross-profit margin (%) % 46.9% EBIT ($ millions) 2, % 19.1% EBIT margin (%) % 24.1% Shares Outstanding Basic (millions) 1,936 1, % 46.6% Diluted (millions) 1,974 1, % 46.1% Share Prices Market Value ($000,000) 07/31/01 $24.66 $ % NMF 08/31/01 $23.21 $ % NMF 09/28/01 $16.05 $ % NMF 10/31/01 $16.83 $ % NMF 11/30/01 $21.99 $ % NMF 12/31/01 $20.54 $ % NMF 01/31/02 $22.11 $ % NMF 07/31/01 47,928 25, % 34.6% 08/31/01 45,110 20, % 31.8% 09/28/01 31,137 14, % 31.2% 10/31/01 32,651 14, % 31.3% 11/30/01 42,661 17, % 28.8% 12/31/01 39,848 16, % 29.4% 01/31/02 42,924 20, % 32.8% Proposed exchange ratio Source: Standard & Poor s Research Insight 7.9, a division of the McGraw-Hill Companies, Inc.

8 -8- Exhibit 4 MERGER OF HEWLETT-PACKARD AND COMPAQ (B): Summary of Financial Advisers Fairness Opinions Goldman Sachs & Co. Salomon Smith Barney Role in Merger Financial Advisor to Hewlett-Packard in the merger Financial Advisor to Compaq in the merger Previous Engagements with HP Previous Engagements with Compaq Advisor s ownership of HWP or CPQ securities (in either proprietary or custodial accounts) Items reviewed, analyzed or accomplished in connection with fairness opinion Analyses conducted and Exchange Ratios calculated as a result of analyses Analyses conducted and Co-manager on Agilent IPO, 1999 Manager of HP public debt offerings: June 2000 ($1.5 billion) July 2001 ($750 million) July 2001 ($50 million) Various unspecified financial advisory and securities services 451,315 shares HP 160,896 shares Compaq $42.4 million in Compaq convertible bonds Merger Agreement Previous five years of 10-K reports (HWP & CPQ) Interim 10-Q reports and other reports to shareholders (HWP & CPQ) Other communications from HP and Compaq to shareholders Internal financial analyses and forecasts for HP and Compaq prepared by their respective managements, including estimates of Synergies Discussions with senior management of HP and Compaq Trading history of HP and Compaq shares Contribution analysis (0.524 to 1.00) Historical Exchange Ratio analysis (0.494 to 0.627) Selected Companies analysis Synergies analysis (WACC range of 10-14% and terminal value growth rates of 0-4% resulted in a NPV $11.3-$24.5 billion for Various unspecified. Various unspecified. Acknowledged but amounts not disclosed. Merger Agreement Discussions with senior management of HP and Compaq Publicly available financial information Financial Forecasts and information provided by management Historical market prices, trading volumes, historical and projected earnings, capitalization and financial condition of Compaq and HP Comparable transactions Contribution analysis (0.617 to based on EBIT and to based on net income) Historical Exchange Ratio analysis (0.532 to 0.596) Comparable Public Market Valuations Synergies analysis (WACC range of % and terminal value of EBIT resulted in NPV of $28.3 to 31.2

9 -9- Exchange Ratios calculated as a result of analyses (cont d) Goldman Sachs & Co. synergies) Exhibit 4 (continued) Pro Forma Merger analysis (scenario analysis indicated merger would be from 6.5% dilutive to 34.3% accretive in FY 2003) Salomon Smith Barney billion) Similar Transactions Premium analysis (0.585 to 0.680) Precedent Industry Transaction Valuation analysis (0.637 to 0.863) Disclaimer Relied on accuracy and completeness of financial and accounting information, internal forecasts Assumed estimates of Synergies provided by HP and Compaq would be realized No independent evaluation of assets or liabilities of HP or Compaq Assumed all regulatory consents and approvals would be obtained Relied upon accuracy and completeness of public data and internal information No view expressed with respect to forecasts or analyses No likely trading range on stock implied Relative merits of other alternatives not considered Opinion Fees Based upon and subject to the foregoing and based upon such other matters as we consider relevant, it is our opinion that as of the date hereof the Exchange Ratio is fair from a financial point of view to Hewlett-Packard. $5 million upon execution of Merger Agreement $28 million upon completion Based upon and subject to the foregoing, our experience as investment bankers, our work as described above and other financial factors we deemed relevant, we are of the opinion that, as of the date hereof the Exchange Ratio is Fair, from a financial point of view, to the holders of Company Stock. $500,000 at engagement $9.5 million upon execution of Merger Agreement 0.25% of deal value (less $10 million described above) Source: Joint proxy/prospectus statement dated February 4, 2002, pp ,

10 -10- Exhibit 5 Integration Impact by Segment Hewlett Packard 1 Compaq 2 Observations on Integration Imaging and Printing (IPG) Printers Scanners Supplies No market presence Although there was no overlap with Compaq in imaging and printing, IPG would be impacted by merger integration. For synergies to be completely realized, Compaq s strengths in cost cutting and inventory management would need to be adopted by IPG. Furthermore, R&D priorities and allocations would need to be revisited given the company s more balanced product portfolio. With the new and improved end-to-end product portfolio of HP overall, IPG would be one of four key segments of company operations rather than the core. Computing Commercial PCs Consumer PCs Notebooks Workstations PC Servers Unix Servers Storage Products Software IT Services Support Outsourcing Education Financial Services Access Commercial PCs Consumer PCs Enterprise Computing Industry Standard Servers Business Critical Servers Storage Products Global Services Support Professional Services Financial Services Compaq s strength in PCs would rule in the integration of PC groups. Compaq had successfully created a direct model in PCs and believed scale would enable it to maintain market leader status, compete more effectively with Dell on costs, and return to profitability. In enterprise computing, HP and Compaq brought different strengths to the combined company. Compaq s position was strong in the higher growth markets of industry standard servers, business critical servers, and storage products. HP was strong in the slower growing but higher margin Unix server market. Integration of the enterprise groups would require a significant amount of strategic planning, careful R&D resource allocation, and supply chain optimization for optimal merger synergies to be realized. Decision-making in the area of enterprise computing would have a direct impact on the success of the company s aim to rival IBM in offering customers a one-stop shop in enterprise products. At the proxy date, management believed HP and Compaq held the No. 8 and No. 9 positions, respectively, in IT services market share, and post-merger, management hoped to claim the No 3 spot in services. 3 Integration here would probably be most challenging, as neither company was a clear leader in this highly fragmented, competitive segment, and success would depend somewhat on the company s successful integration of the enterprisecomputing group. Success in services was important to the company s goal to be a serious competitor with IBM in end-to-end solutions. 1 Hewlett-Packard has three main operating segments: Imaging and Printing, Computing, and IT Services. For descriptive benefit to the reader, a few key product groups within each segment are shown, which do not necessarily reflect actual organizational operating groups. 2 Compaq s three main segments of operations are Access, Enterprise Computing, and Global Services. For descriptive benefit to the reader, a few key product groups within each segment are shown, which do not necessarily reflect actual organizational operating groups. 3 As described in management s package of presentation slides, HP Position on Compaq Merger, provided to shareholders and filed with the SEC on December 19, 2001.

11 -11- Exhibit 6 Integration Planning The following description of HP and Compaq s integration plan is excerpted from page 113 of the joint proxy statement/prospectus dated February 4, 2002: HP recognizes the challenge inherent in integrating enterprises of the size and complexity of HP and Compaq. HP also recognizes that a swift and successful integration of the two companies is crucial to capturing the potential value of the merger. Accordingly, HP has established an integration office that will report directly to Ms. Fiorina. This office will be run jointly by Mr. McKinney and Mr. Clarke, each a key executive officer at HP and Compaq, respectively. Mr. McKinney currently serves as the President of HP s Business Customer Organization and provides a proven record as line manager and deep expertise in the HP organization. Mr. Clarke currently serves as Compaq s Senior Vice President, Finance and Administration, and Chief Financial Officer and provides his depth of knowledge of the IT industry and of Compaq. Mr. Clarke also brings significant expertise in finance and general corporate matters. The integration office now consists of more than 450 dedicated employees, supported by advisors and divided into teams with specifically defined functions. By the time of completion of the merger, the integration office plans to have established: an operating model and organization to design and implement a transition plan and provide internal clarity regarding asset and resources allocation and priorities, go-tomarket strategy and customer account responsibilities; management structure, roles and responsibilities multiple layers into the organization, as well as compensation and human resources policies, which we believe will encourage our employees to focus on business performance and avoid the distraction of personal and organizational uncertainty; clear product roadmaps and investment protection programs, which we believe will give our customers a high degree of confidence in our ability to meet or exceed their business requirements without disrupting their existing relationship with us or their installed technology platform; and standard policies, practices, and procedures to govern our relationships with our partners and facilitate a smooth transition of our respective commercial arrangements to the combined company.

12 -12 Exhibit 7 Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet of HP and Compaq October 31, 2001 (in millions) Historical Pro Forma Pro Forma HP Compaq Adjustments/(1)/ Combined Assets Current assets: Cash and cash equivalents... $ 4,197 $ 3,940 $ -- $ 8,137 Short-term investments Accounts receivable, net... 4,488 4, ,268 Financing receivables, net... 2,183 1, ,259 Inventory... 5,204 1, (a) 6,836 Other current assets... 5,094 3, , Total current assets... 21,305 14, ,024 Property, plant and equipment, net... 4,397 3,244 1,100 (b) 8,741 Long-term investments and other assets... 6,126 4,224 (2,366)(c) 7,984 Amortizable intangible assets, net ,451 2,649 (d) 4,189 Goodwill and intangible assets with indefinite lives ,363 (e) 12, Total assets... $32,584 $23,808 $12,796 $69,188 ======= ======= ======= ======= Liabilities and stockholders' equity Current liabilities: Notes payable and short-term borrowings... $ 1,722 $ 1,501 $ -- $ 3,223 Accounts payable... 3,791 3, ,410 Deferred revenue... 1,867 1,170 (220)(f) 2,817 Other accrued liabilities... 6,584 4, (g) 11, Total current liabilities... 13,964 10,783 (70) 24,677 Long-term debt... 3, ,329 Other liabilities ,185 1,256 (h) 3,379 Total stockholders' equity... 13,953 11,240 11,610 (i) 36, Total liabilities and stockholders' equity... $32,584 $23,808 $12,796 $69,188 ======= ======= ======= ======= (1) The letters refer to a description of the adjustments in Note 2 of the accompanying notes to unaudited pro forma condensed combined consolidated financial statements which appear in the joint proxy/prospectus statement dated February 4, Source: Joint proxy/prospectus statement dated February 4, 2002.

13 -13- Exhibit 8 Unaudited Pro Forma Condensed Combined Consolidated Statement of Earnings of HP and Compaq for Year Ended October 31, 2001 (in millions, except per share amounts) Historical Pro Forma Pro Forma HP Compaq Adjustments/(1)/ Combined Net revenue: Products... $37,498 $29,834 $ -- $67,332 Services... 7,325 6, ,830 Financing income Total net revenue... 45,226 36, ,733 Cost and expenses: Cost of products sold/(2)/... 28,370 23, (j) 51,965 Cost of services... 4,870 4, ,588 Financing interest Research and development... 2,670 1, ,060 Selling, general and administrative/(2)/... 7,085 5, (b) 12,762 Restructuring and related charges ,040 Amortization of intangible assets (d) 612 Amortization of goodwill Total cost and expenses... 43,787 36, , Earnings from operations... 1, (428) 1,167 Interest and other, net... (737) (2,116) -- (2,853) Earnings (loss) from continuing operations before taxes (1,960) (428) (1,686) Provision (benefit) for taxes (588) (150)(k) (660) Net earnings (loss) from continuing operations/(3)/... $ 624 $(1,372) $ (278) $(1,026) ======= ======= ====== ======= Net earnings (loss) per share from continuing operations/(3)/: Basic... $ 0.32 $ (0.81) $ (0.34) ======= ======= ======= Diluted... $ 0.32 $ (0.81) $ (0.34) ======= ======= ======= Average number of shares and share equivalents: Basic... 1,936 1,689 3,004 Diluted... 1,974 1,689 3,004 (1) The letters refer to a description of the adjustments in Note 2 of the accompanying notes to unaudited pro forma condensed combined consolidated financial statements which appear in the joint proxy/prospectus statement dated February 4, (2) Historical amounts for amortization of intangibles and goodwill have been reclassified to separate line items. (3) Net earnings (loss) and net earnings (loss) per share from continuing operations are presented before extraordinary items and cumulative effect of change in accounting principle. Source: Joint proxy/prospectus statement dated February 4, 2002.