PLANO, Texas, July 31 /CNW/ -- EDS today announced that at the special
meeting of stockholders held on July 31, 2008 its stockholders have adopted
the Agreement and Plan of Merger dated as of May 13, 2008 among EDS,
Hewlett-Packard Company (HP) and Hawk Merger Corporation, pursuant to which
EDS will become a wholly-owned subsidiary of HP. Approximately 98.8 percent
of the shares of EDS common stock voting on the proposal were voted in favor
of the adoption of the Agreement and Plan of Merger, representing
approximately 72.4 percent of the issued and outstanding shares of EDS common
stock as of the close of business on June 24, 2008, the record date for the
special meeting.
"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. "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."
The acquisition received antitrust clearance by the European Commission
on July 25 and the waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvement Act for the acquisition expired in late June.
The closing of the transaction still requires regulatory clearance from
certain non-U.S. and non-E.U. jurisdictions, and is subject to the
satisfaction or waiver of the other closing conditions specified in the
Agreement and Plan of Merger. EDS currently anticipates that the transaction
will close in the third quarter of 2008. As previously disclosed, EDS and HP
have agreed that the closing of the transaction will not occur prior to August
18, 2008 without the consent of both parties and that in the event HP would
otherwise be required to close the transaction prior to August 26, 2008, it
has the right to postpone the closing until no later than August 26, 2008,
subject to the terms set forth in the Agreement and Plan of Merger.
The company also announced on July 25 that EDS, HP and the plaintiffs in
the five stockholder lawsuits that were commenced following the execution of
the Agreement and Plan of Merger have agreed to settle and dismiss all pending
lawsuits concerning the proposed merger, subject to court approval.
About EDS
EDS (NYSE: EDS) is a leading global technology services company
delivering business solutions to its clients. EDS founded the information
technology outsourcing industry more than 46 years ago. Today, EDS delivers a
broad portfolio of information technology and business process outsourcing
services to clients in the manufacturing, financial services, healthcare,
communications, energy, transportation, and consumer and retail industries and
to governments around the world.