HP’s Poison Pill and a Broken Cone of Silence

You’d expect that after a change in leadership Hewlett-Packard would slowly start to rise from the ashes, but that’s not exactly happening yet.  Some investors might actually try to shake things up as they aren’t happy with the continued demise of HP’s stocks.

Investors are voicing their disapproval of the costly multi-billion dollar Autonomy deal, and considers the acquisition detrimental to HP’s future.  HP investors suspiciously eye the fact that 42% of Autonomy shareholders immediately signed the deal, which indicates that the deal is overpriced, and that Autonomy will probably not find another buyer for the same valuation.

Add that up with HP selling $4.6 billion worth of bonds in order to help pay for the deal and Oracle CEO Larry Ellison’s statement that Autonomy was offered to Oracle first but at a much lower price, and you’ve got an interesting story unfolding.  Autonomy CEO Mike Lynch refuted Ellison’s statements but Oracle fired back stating that they have evidence to prove that back in April 1, Lynch and his banker met with Oracle executives to discuss sale of Autonomy and they still have the Power Point slide to prove it.

There’s a possibility that shareholders could take legal action against HP’s board but under Delaware’s law, directors are protected from prosecution if proven that their actions were not consciously trying to harm the business.  Still, with everything that’s happening atHP right now, especially with what happened to Leo Apotheker and the board of directors, added to the fact that the board’s deliberations, which should have been kept under a cone of silence, spilled into the public suggests that there could be possible claims that board members were fighting each other rather than working for shareholders’ interests.

Whether or not there’s an impending lawsuit from activist investors, HP still armed itself with a poison pill by hiring Goldman Sachs, known for its expertise in helping companies strategize how best to fend off unwanted offers.

There’s a huge chance that investors might make a move to take the reign from HP’s board.  Even before Apotheker ditched HP, HP shareholder Richard Gammel filed a lawsuit claiming that Apotheker’s announcements greatly affected the shares of HP.  Also, aside from the Autonomy acquisition, investors are still questioning the capabilities of Meg Whitman as HP’s new CEO.