HP-Compaq Vote Count Could Take Weeks

The result of Tuesday's vote by Hewlett-Packard Co. (HWP) shareholders on whether to buy Compaq Computer Corp. (CPQ) may not be clear for weeks, even if management or its opponents claim victory in the world's largest and hardest-fought computer industry merger.

Both sides will get tallies from the companies they hired to fight for ballots, which along with whispers from big shareholders will let them handicap the deal, but the firm certifying the vote will not even start counting Tuesday.

After a nasty and expensive public fight over the merger that has pitted HP Chief Executive Carly Fiorina against company dissident director Walter Hewlett, HP's shareholders will gather at the Flint Center, a symphony hall in Cupertino, Calif, at 8 a.m. PST (11 a.m. EST).

Only about 2,400 of the 900,000 shareholders can fit into the main hall, and there will be no Webcast of the event.

Fiorina and Hewlett, son of HP co-founder Bill Hewlett who has lined up founding families and their 18 percent of stock against the deal, are both expected to speak, although lawyers are still discussing the agenda, which will not be released until Tuesday, HP said.

Polls will open after short speeches, and IVS Associates, hired to certify the vote, will begin collecting ballots from individual shareholders at the meeting and from both sides' proxy solicitation firms. After the meeting it will take the ballots back to its base in Newark, Delaware, for counting.


Many analysts expect a few top-10 shareholders are still making decisions which could swing the vote.

The merger, which HP says will create a powerhouse able to provide corporate clients with one-stop technology shopping, has spawned a nasty fight between Fiorina's and Hewlett's teams, although both sides said they would behave on Tuesday.

Walter Hewlett's supporters expect the meeting to end after an hour and a half. HP would then give a news conference, followed an hour later by Hewlett.

HP simply said it might be ready to call the vote after polls close. "We may be able to give a preliminary result, but the result would not be official until certified by the inspector of elections," said spokeswoman Rebeca Robboy.

Certification may take weeks, and both sides will have a chance to challenge ballots for smudged signatures or other faults after an initial count.

"To certify votes, the inspector may have to recount votes, reconcile postmarks, verify number of shares held by each shareholder, etc," Compaq Chief Financial Officer Jeff Clarke said in a note to employees filed with regulators.

The difficulty of counting ballots from nearly 1 million shareholders is compounded by rules that allow shareholders to vote as often as they like. Only the last ballot counts.

Prospects of a nightmare similar to the Florida fight during the last U.S. presidential race has occurred to many, although IVS Assistant Vice President Creig Dunlop said his team had clear standards to avoid dilemmas like the "hanging chad" vote.

"There is absolutely no comparison whatsoever," he said, but he declined to forecast when IVS would certify the vote.