EDS Stockholders Approve Merger With Hewlett-Packard Company

EDS today announced that at the special meeting of stockholders […]

August 13, 2008

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.

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