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Resistance to Hewlett-Packard's planned merger with Compaq is growing, as reports surfaced Wednesday that David Packard, son of HP's co-founder, intends to join the Hewlett family in opposing the merger.

HP has announced its full board, with the glaring exception of the family and trust of HP co-founder William Hewlett, have voted to support the deal as well as the continued leadership of HP Chair and Chief Executive Officer Carly Fiorina. But the new objections could do more than simply kill the deal: One analyst said that if the merger fails, Carly Fiorina's tenure as HP's chief will likely end.

In a statement released by HP, various board members including Dick Hackborn, the former chairand executive vice president of HP; Sam Ginn, the retired chair of Vodafone AirTouch; and Patricia C. Dunn, the co-chair and global chief executive of Barclay's Global Investors, were all quoted as firmly supporting the merger. The deal was estimated to be worth $25 billion at the time it was announced, though share values have since declined.

That statement is in stark contrast to the announcement on Tuesday that the children of the co-founder and namesake of HP, Walter B. Hewlett, Eleanor Hewlett Gimon, Mary Hewlett Jaffe, along with the William R. Hewlett Revocable Trust and the William and Flora Hewlett Foundation, would all vote against the merger.

Packard's Concerns

Packard issued a statement Tuesday to the San Jose Mercury News outlining his objections to the merger, according to Lehman Brothers analyst Daniel Niles, who obtained a copy of Packard's statement and reprinted it in his own research note. In the statement, Packard said he agrees with Walter B. Hewlett's criticisms of the deal; especially important, he said, is the deal's anticipated negative effect on HP's printing and imaging business, where Packard sees strong growth potential. Walter B. Hewlett is an HP board member and the son of HP's cofounder William Hewlett.

Packard also focused on the massive layoffs expected if the deal is completed. "For over fifty years, one of HP's fundamental corporate objectives has been to provide long-term employment for its people," Packard said in the statement. "I am perfectly aware that HP has never guaranteed absolute tenure status to its employees; but I also know that Bill (Hewlett) and Dave (Packard, HP's cofounders) never developed a premeditated business strategy that treated HP employees as expendable. This new approach seems likely to affect the confidence and loyalty of the remaining employees."

Packard is the founder of the Packard Humanities Institute, which owned 25.76 million shares of HP--roughly 1.3 percent of the company--as of HP's most recent proxy filing. The organization is "extremely unlikely" to support the merger, according to Packard's statement.

More critical is the vote of the David and Lucile Packard Foundation, HP's largest stakeholder, with an ownership share exceeding 10 percent. The Foundation's vote will make or break the merger, Niles said in his report.

The Foundation has not yet decided which way it will vote, and may not make a public announcement when it does, said George Vera, the organization's chief financial officer. It has only engaged a consultant to examine the matter "within the last few days," and is awaiting the proxy statement outlining the deal Compaq and HP's boards will soon file with the U.S. Securities and Exchange Commission, Vera said.

Assessing Future

HP announced in early September that it intended to acquire rival Compaq in a stock swap based on the companies' share prices at the time. The deal is expected to close in the first half of 2002, following regulatory approval.

The family and trust of William Hewlett feel that HP should remain a standalone company and that a merger between HP and Compaq would steer HP away from its solid printing and services base and towards a far less profitable focus on the PC and lower-end server markets.

In support of the deal Ginn was quoted in the statement as saying the merger will build on the two companies' respective strengths, enhance their "innovative capabilities," and provide a quick boost to earnings.

A proxy statement will be filed "shortly" by the HP board for the review of shareholders, HP said.

Analyst opinions about the likely impact of the recently-voiced family objections are mixed. Lehman Brothers now estimates the merger's chances of completion at 50/50, Niles wrote. More critically, the merger has become a key test of Fiorina: "We also view this as a vote on Carly as CEO," Niles wrote. "If the shareholders vote against this deal, it is hard to see how she will remain."

However, Gartner analyst Martin Reynolds said he thinks the merger isn't endangered. "My suspicion is that this will subside. The bigger risk was when the market initially had that negative reaction," he said. "Stockholders don't usually vote against these deals. They sell their stock instead." Reynolds declined to comment on what the recent objections mean for Fiorina.

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