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Hewlett-Packard Co. has asked a court to toss out a lawsuit filed by Walter Hewlett that accused the company of pressuring a major investor to vote in favor of a buyout of Compaq Computer Corp.
HP denounced the allegations by Hewlett, who has led a five-month lobbying effort to halt the takeover of Compaq, and yesterday filed a motion in the Delaware Chancery Court urging the suit be dismissed.
HP and Compaq are gearing up to merge the two companies after declaring they had secured the shareholder support during votes by investors last month to proceed with the $19 billion deal.
Despite HPs claim that it won the March 19 vote, election results have yet to be certified by IVS Associates Inc., the Newark, Del., company hired to oversee the ballot count, whose representatives contend that the tallying could take weeks.
Hewlett, who contends the vote is too close to call, appeared to concede he loss the vote when he filed suit last week accusing HP of strong-arming a major institutional investor.
Hewlett, an HP board member and son of one of the companys co-founders, claims that Deutsche Asset Management, a division of Deutsche Bank, HPs 11th largest institutional shareholder, was “led to understand that if it did not switch votes in favor of the proposed merger, its future dealings with HP would be jeopardized.”
As a result, the suit contends, Deutsche Bank changed its vote on March 19, shortly before the start of HPs special shareholder meeting, voting 17 million of its 25 million shares in support of the merger.
The Palo Alto, Calif., companys actions “tainted more than enough votes to swing the election in favor of the merger,” said the lawsuit filed Thursday, in Wilmington, Del..
The suit also accused HP management of misrepresenting integration efforts and releasing misleading cost-cutting and revenue projections.
HP last week denounced Hewletts charges as “baseless,” and on Monday urged the court to dismiss the suit.