HP/Compaq Merger Analysis by Friedman Fleischer and Lowe
After the proposed merger was announced, the independent stock committee of the Hewlett Foundation, which is responsible for all voting and investment decisions with respect to Hewlett-Packard common stock held by the Hewlett Foundation, undertook an analysis of the proposed merger to determine how it would affect the value of the Hewlett Foundation's shares. The independent stock committee includes no Hewlett family members or Hewlett-Packard employees or directors.
The independent stock committee asked Laurance R. Hoagland, the Hewlett Foundation's Chief Investment Officer and former President and Chief Executive Officer of Stanford Management Company, which oversees Stanford University's $10.0 billion investment portfolio, to analyze the proposed merger.
Edwin E. van Bronkhorst, co-trustee of the Trust, and I were advised by counsel to the Trust that, although the Trust could independently determine how to vote on the proposed merger, the Trust should give serious consideration to the decision of the Hewlett Foundation's independent stock committee on the vote, since all of the Trust's Hewlett-Packard shares (or the proceeds from their sale) are distributed to the Hewlett Foundation. To further inform our decision, we engaged Friedman Fleischer and Lowe, LLC ("FFL"), a San Francisco investment firm, to independently evaluate the proposed merger on behalf of the Trust.
The Hewlett Foundation's independent stock committee, considering among other things the advice of Mr. Hoagland and the various industry experts and investment professionals he consulted, concluded that the proposed merger was not in the Hewlett Foundation's best interests and determined that it would vote against the proposed merger. Thereafter, Edwin E. van Bronkhorst and I, as trustees of the Trust, considering among other things the advice of FFL and the decision of the independent stock committee, concluded that the proposed merger was not in the Trust's best interests and determined to vote the Trust's shares against the proposed merger.
Here you will find links to the FFL analysis of the proposed merger. Please take the time to review these materials.
Why HP is Worth More Without Compaq
HP Has Higher Value, Lower Risk Strategic Alternatives to the Proposed Merger