EXHIBIT 99.1
PRESS RELEASE
Compaq Computer Corporation
Worldwide Public Relations
20555 SH 249 MC110515
Houston, TX 77070-2698
Telephone 281-514-0484
Facsimile 281-514-0641
Compaq.PR@Compaq.com
Contact(s): Arch Currid
Compaq Computer Corporation
281-514-0484
arch.currid@Compaq.com
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FEDERAL TRADE COMMISSION CLEARS PROPOSED HP-COMPAQ MERGER
COMPANY MOVES TOWARD MARCH SHAREHOLDER VOTE
HOUSTON, March 6, 2002 - The U.S. Federal Trade Commission (FTC) today
closed its investigation of the proposed merger between Compaq Computer
Corporation (NYSE: CPQ) and Hewlett-Packard Company (NYSE: HWP). The FTC
decision, which imposed no conditions on Compaq or HP, reinforces Compaq's
position that the merger will have a beneficial effect on information technology
competition in the United States. Previously, the European Commission cleared
the proposed merger for the European Union countries without conditions.
"The FTC approval is another major step forward in making this merger a
reality," said Michael Capellas, Compaq chairman and chief executive officer.
"Overall, we believe the merger will create a world-class technology company to
the ultimate benefit of shareholders, customers and employees. With the FTC
approval it is clear that we are building momentum in the marketplace. We look
forward to our shareholder vote later this month."
The merger remains subject to shareholder approval. A special meeting of
Compaq shareholders will be held on March 20, 2002, to vote on the proposed
merger with Hewlett-Packard. Hewlett-Packard's shareholder vote is scheduled for
March 19.
NOTES FOR EDITORS:
* The decision of the FTC covers the United States and its territories.
COMPANY BACKGROUND
Founded in 1982, Compaq Computer Corporation is a leading global provider of
information technology products, services and solutions for enterprise
customers. Compaq designs, develops, manufactures and markets information
technology equipment, software, services and solutions, including
industry-leading enterprise storage and computing solutions, fault-tolerant
business-critical solutions, communication products, personal desktop and
notebook computers, and personal entertainment and Internet access devices that
are sold in more than 200 countries directly and through a network of authorized
Compaq marketing partners. Information on Compaq and its products and services
is available at www.compaq.com.
Compaq and the Compaq logo are trademarks of Compaq Information Technologies
Group, L.P. Product names mentioned herein may be trademarks and/or registered
trademarks of their respective companies. This document contains forward-looking
statements that involve risks, uncertainties and assumptions. All statements
other than statements of historical fact are statements that could be deemed
forward-looking statements. Risks, uncertainties and assumptions include the
possibility that the Hewlett-Packard/Compaq merger does not close or that the
companies may be required to modify aspects of the transaction to achieve
regulatory approval or that prior to the closing of the proposed merger, the
businesses of the companies suffer due to uncertainty; the market for the sale
of certain products and services may not develop as expected; that development
of these products and services may not proceed as planned; that Compaq and
Hewlett-Packard are unable to transition customers, successfully execute their
integration strategies, or achieve planned synergies; other risks that are
described from time to time in Compaq and Hewlett-Packard's Securities and
Exchange Commission reports (including but not limited to Compaq's annual report
on Form 10-K for the year ended December 31, 2001, HP's annual report on Form
10-K, as amended on January 30, 2002, for the fiscal year ended October 31,
2001, and subsequently filed reports). If any of these risks or uncertainties
materializes or any of these assumptions proves incorrect, Compaq's results
could differ materially from Compaq's expectations in these statements. Compaq
assumes no obligation and does not intend to update these forward-looking
statements.
ADDITIONAL INFORMATION ABOUT THE MERGER AND WHERE TO FIND IT
On February 5, 2002, HP filed a Registration Statement with the SEC containing a
definitive joint proxy statement/prospectus regarding the Merger. Investors and
security holders of HP and Compaq are urged to read the definitive joint proxy
statement/prospectus filed with the SEC on February 5, 2002 and any other
relevant materials filed by HP or Compaq with the SEC because they contain, or
will contain, important information about HP, Compaq and the Merger. The
definitive joint proxy statement/prospectus and other relevant materials (when
they become available), and any other documents filed by HP or Compaq with the
SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents
filed with the SEC by HP by contacting HP Investor Relations, 3000 Hanover
Street, Palo Alto, California 94304, 650-857-1501. Investors and security
holders may obtain free copies of the documents filed with the SEC by Compaq by
contacting Compaq Investor Relations, P.O. Box 692000, Houston, Texas
77269-2000, 800-433-2391. Investors and security holders are urged to read the
definitive joint proxy statement/prospectus and the other relevant materials
(when they become available) before making any voting or investment decision
with respect to the Merger.