Fiorina Optimistic Merger Will Close In Early May

Hewlett-Packard

Fiorina's message came after HP said it won its proxy battle by about 45 million votes.

"While the results speak for themselves, the merger opponents may demand a recount of today's preliminary results, a process we expect will begin promptly and take about a week," she said in her e-mail to employees. "In addition, merger opponents may challenge the final tally, which could add one or two more days. At the conclusion of this process, the independent inspector of elections will issue a final, certified vote. We remain optimistic that we will be able to proceed on schedule toward the close of the merger and launch the new company in early May."

Fiorina said HP also expects to prevail in the lawsuit filed by dissident director Walter Hewlett challenging some 17 million votes cast in favor of the merger by Deutsche Bank. The trial begins April 23 in Wilmington, Del.

"We also expect to overcome the legal challenges raised by merger opponents," she said. "Next week HP will appear in Delaware Chancery Court to testify that the campaign for proxy votes was full and fair, and that all HP shareholders made their own, independent decisions based on all of the facts regarding the merger."

Fiorina also addressed employees on the SEC and U.S. Attorney inquiries into HP's March 19 proxy vote, as well as leaks of confidential HP information, including her voice mail to HP CFO Bob Wayman.

"HP is also cooperating fully with two government inquiries stemming from the lawsuit--one from the U.S. Attorney's Office in New York and another from the SEC. Neither of these inquiries should be construed to suggest legal violations have taken place. Both agencies are doing their own due diligence, and we do not expect either of these inquiries to impact the closing time line.

"Finally, we are continuing to investigate the unauthorized distribution of confidential company information. Recently, an HP employee admitted to leaking two company memos to the media--a violation of both company policy and the trust of longtime colleagues. The employee has been terminated from the company. In addition, our investigation of the voice-mail leak to The San Jose Mercury News indicates the message was intercepted from Bob Wayman's home or cell phone, or through unauthorized access to and use of Bob's voice-mail password. We have concluded the voice mail was not obtained or forwarded from within the HP voice-mail infrastructure."