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Published on 7/31/2008 in the Prospect News Special Situations Daily.

EDS stockholders OK merger with HP

By Lisa Kerner

Charlotte, N.C., July 31 - Electronic Data Systems Corp. shareholders approved the company's merger agreement with Hewlett-Packard Co. and Hawk Merger Corp. at a special meeting on Thursday.

In May, HP agreed to purchase EDS for $25 per share, or approximately $13.9 billion.

EDS said approximately 98.8% of the shares of EDS common stock voting were voted in favor of the adoption of the agreement and plan of merger, representing approximately 72.4% of the issued and outstanding shares of EDS common stock.

"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," EDS chairman, president and chief executive officer Ron Rittenmeyer said in a company news release.

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, EDS noted.

EDS expects the transaction to close in the third quarter of 2008.

HP previously announced that the companies reached a settlement with plaintiffs in five stockholder lawsuits.

As part of that settlement, which needs court approval, HP and EDS confirmed that the merger will not close before Aug. 18, and the EDS third-quarter 2008 dividend of $0.05 per share will be paid on Sept. 10 to the stockholders of record as of the close of business on Aug. 15.

Electronic Data Systems is a technology services company based in Plano, Texas. Hewlett-Packard is a Palo Alto, Calif., computer, printing and imaging technology company.


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