HP board fears hostile Oracle bid

Hewlett-Packard Co directors were concerned that plummeting shares would make the company vulnerable to a bid from Oracle Corp when they replaced Leo Apotheker with Meg Whitman, two people close to the board said. While Oracle has considered informally whether to approach Hewlett-Packard, it's unlikely to make a bid any time soon, three people close to the software company said. After speaking with several financial advisers, Hewlett-Packard has hired Goldman Sachs Group Inc to help it prepare for any possible moves by activist investors, one person said. Whitman took over as chief executive officer on September 22, succeeding Apotheker, who presided over a 47 per cent drop in Hewlett-Packard stock and sliced sales forecasts three times in less than a year. As the board deliberated changing CEOs, one consideration was whether share-price weakness would invite an unwelcome overture, the people close to the board said. "We were very explicit about why we named a new CEO," said Mylene Mangalindan, a spokeswoman for Palo Alto, California-based Hewlett-Packard. "The board believes that the job of the HP CEO now requires additional attributes to successfully execute on the company's strategy." Michael Duvally, a spokesman for New York-based Goldman Sachs, and Deborah Hellinger, a spokeswoman for Redwood City, California-based Oracle, declined to comment. Hewlett-Packard stock plunge Share declines accelerated after the Aug. 18 announcement that Hewlett-Packard would consider spinning off its $41 billion personal computer division, and would buy Cambridge, England- based software maker Autonomy Corp for $10.3 billion, a price investors regarded as too high. Apotheker also was unable to get top executives to work together, executive chairman Ray Lane told investors on a September 22 conference call. Oracle is not interested in Hewlett-Packard's PC, printer or information-technology services divisions, nor does it want to sell server computers running Windows, the software made by Oracle rival Microsoft Corp, one person said. The company may also be inhibited by terms of an agreement, announced in September, over the appointment of Mark Hurd as a co-president of Oracle, other people said. That's when the companies resolved the lawsuit by Hewlett- Packard, which sued on September 7 to block Hurd -- former CEO of Hewlett-Packard -- from moving to Oracle. Hurd's Hands tied The agreement included stipulations that Hurd protect Hewlett-Packard's confidential information while fulfilling his obligations to Oracle, the companies said at the time. It also ties Oracle's hands from attempting to acquire Hewlett-Packard until some time early next year, people familiar with the agreement said. Oracle, which has $31.7 billion in cash, is also not interested in using its shares to try to buy Hewlett-Packard, which has a market value of $46.1 billion, one person said. However, Oracle could be interested in buying Hewlett-Packard's $18.7 billion server, storage and networking division if it were available on a stand-alone basis, this person said. Hewlett-Packard's decision to work with Goldman Sachs in relation to activist shareholders was previously reported by the Wall Street Journal. "HP has long-term relationships with a large number of investment banks," Mangalindan said.