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EDS Shareholders Give Thumbs-Up To Merger With HP

The move, following the resolution of antitrust reviews in the U.S. and Europe and of a shareholder lawsuit over the payment of EDS dividends, paves the way for the merger to close in August.

About 98.8 percent of EDS shares were voted in favor of the merger, according to EDS.

HP said in May that it plans to acquire Plano, Texas-based system integrator EDS in a deal worth $13.9 billion.

"I am pleased that our stockholders have followed the recommendation of the EDS Board of Directors and supported the combination of EDS and HP," said Ron Rittenmeyer, EDS chairman, president and CEO, in a statement. "Not only does the combination of these two great companies create immediate value for our stockholders, it also enhances our ability to achieve our customers' needs with our unwavering commitment to quality and innovation."

EDS on Friday said the acquisition had received antitrust clearance by the European Commission. The waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvement Act for the acquisition expired in late June, EDS said.

HP said that HP, EDS, and plaintiffs in five stockholder lawsuits that were commenced following the announcement of the proposed merger have agreed to settle and dismiss all pending lawsuits concerning the proposed merger, subject to court approval. As a result, HP and EDS have agreed that the merger will not close prior to August 18, giving EDS stockholders of record as of the close of business on August 15 a chance to receive EDS's third quarter 2008 dividend of 5 cents per share, expected to be paid in September.

The close of the merger is still subject to certain non-US and non-European Union jurisdictions and the satisfaction or waiver of certain closing conditions.

EDS on Monday held its last earnings call before the merger, and reported income for the second quarter of 2008 of $160 million, or 31 cents per share, versus $138 million, or 26 cents per share, in the prior year's second quarter. This was on second quarter revenue of $5.62 billion, up from $5.45 billion in the year-ago quarter.

For the Americas, second quarter revenue for EDS was $2.49 billion, down 6 percent compared to the same quarter of last year. Operating profit in the Americas was $337 million, compared to $382 million last year.

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