A senior executive at Hewlett-Packard Co. on Thursday denounced accusations that the company coerced investors to support its buyout of Compaq Computer Corp. as “insulting and infuriating” and expressed dismay that a voicemail message left for him by HP Chairman and CEO Carly Fiorina was leaked to a newspaper.
Bob Wayman, HPs chief financial officer for 18 years and a member of its board of directors, released a statement lashing out against buyout foe Walter Hewletts lawsuit allegations that the company illegally pressured Deutsche Asset Management to vote about 17 million shares it controls in favor of the Compaq acquisition.
Hewlett, son of one of HPs late co-founders, filed suit March 28 claiming the investor switched its votes at the last minute at a special shareholder meeting March 19 after HP executives threatened to withhold business from its parent company, Deutsche Bank.
On Wednesday, the San Jose Mercury News released the transcript of a voice mail message Fiorina left for Wayman two days before the shareholder vote in which she said they would have to “do something extraordinary” to win over the support of Deutsche Bank and another investor, Northern Trust. But the message includes no comments that would support Hewletts assertion that HP threatened the investor.
While denying the Palo Alto, Calif., company acted improperly in lobbying investors to back the deal, Wayman slammed the release of his voice mail as illegal and said HP will seek to uncover who leaked the message as well as other unspecified information.
“Not only do I feel personally violated, but it is illegal and damaging,” Wayman said in his statement. “We are vigorously investigating this breach along with others that have occurred in recent weeks and we intend to prosecute these matters to the fullest extent of HP policy and applicable law.”
Wayman also rejected Hewletts claims that the company strong-armed investors, contending that while company officials “went to great lengths to ensure that investors heard and understood our case,” executives never threatened to retaliate against those who failed to support it.
“Frankly, I find these allegations both insulting and infuriating,” he said. “Neither Carly nor I would ever act improperly in any business matter—much less use business assets to secure votes.”
While HP declared last month that based on its preliminary estimates it had secured enough votes to proceed with the buyout of Houston-based Compaq, an official tally of the vote has yet to be publicly released.
Hewletts lawsuit, scheduled to go before a judge April 23 in the Delaware Chancery Court, claims the margin of victory may amount to less than 1 percent of votes cast, leading to the possibility that HP only secured victory by winning over Deutsche Asset Management at the last minute.
While HP tried and failed this week to get Hewletts lawsuit thrown out, Wayman said the case may at least provide closure to the bitter proxy fight that has engulfed it since the buyout of Compaq was first disclosed in September.
“The only good news about participating in a trial is that the facts will come out, the truth will be heard and our honor will be restored,” he said.
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