HP investors file US$1 billion lawsuit over "vastly overvalued" purchase of Autonomy.
May 8, 2013
HP's current chief executive Meg Whitman (who, at the time of the Autonomy purchase was a board member who voted for the deal), her short-lived predecessor as CEO of HP, Leo Apotheker, together with the former HP chairman Ray Lane are specifically named in the class-action along with five others, including HP's CFO Catherine Lesjak and Autonomy's founder, Mike Lynch.
The lawsuit has been filed in the San Francisco District Court in California, a few miles up the peninsula from HP's headquarters. It alleges that the three who oversaw, and were supposed to police, the Autonomy acquisition are guilty of "cursory due diligence on a polluted and vastly overvalued asset".
Meg Whitman and Ray Lane (who lost his post as HP chairman in April following a shareholder revolt) are also accused of failing either to acknowledge or investigate claims made by several whistleblowers that the deal was overvalued and dodgy. They are further charged with deliberately and willfully concealing such concerns from other officers of the company and from investors.
The lawsuit alleges, "At the time Hewlett-Packard agreed in principle to acquire Autonomy, the defendants were looking to unwind the deal in light of the accounting irregularities that plagued Autonomy's financial statements."
It also claims that Whitman, Lane et al used "devices, schemes and artifices to defraud" shareholders into buying Autonomy before eventually and reluctantly being forced to admit, by dint of irrefutable evidence as demonstrated by the taking an $8.8 billion write-down on the deal, that HP had massively overpaid for a pig in a poke.
The suit also alleges that HP did, in fact, try to renege on the $11 billion agreement to buy Autonomy before it closed but the deal was too far along the legal road and to pull out at that juncture would have triggered a tsunami of compensation payments that, in turn would have led to further investor anger and the rolling of the heads of the likes of Whitman and her ilk.
In the event, it seems HP failed to bite the bullet when it should have done and when the revelations about the gross overpayment later came to light (getting on for a year after Autonomy was bought but then hidden away and left languishing on a shelf in an HP warehouse somewhere in Silicon Valley) and $8.8 billion had to be written through and off HP's books, HP stockholders watched aghast as $3 billion was written off the company's value in a single day of trading on the New York Stock Exchange.
The lawsuit, that runs to 101 close-packed pages of allegations and accusations, also claims that Leo Apotheker was "encouraged" by "self-interested auditors, Wall Street bankers and other investment advisers who facilitated HP's severely reckless pursuit of Autonomy in exchange for nearly $100 million in fees".
Mike Lynch has always vehemently denied any wrong-doing or financial chicanery in the sale of Autonomy and has challenged all and sundry to prove any seller's malfeasance in a court of law.
HP, despite a lot of noise and hot air, has shown itself to be very reluctant indeed to take any such course but the lawsuit accuses Mike Lynch over-egging Autonomy's performance and "hoping to cash out of Autonomy before it collapsed under the weight of its own fraud".
Strong words, but then Mike Lynch is a strong character, not a gray-flanneled, time-serving US corporate yes-man with the spine of a jellyfish and a "compensation package" the size of Abyssinia. He'll fight.
Ex-HP chairman Lane is accused of tasking HP's financial advisers, Barclays and Perella Weinberg, to find a way to get out of completing the purchase of Autonomy but, it is alleged, was advised that because the HP board and some senior executives had been made aware of the possibility that Autonomy's top brass were gilding the lily in regard to the company's performance and financial health well before HP made its offer to buy, the British authorities would compel HP either to complete the deal or pay a fortune in cancellation and other fees.
It seems the prospective loss of face (and jobs and stock options and other senior management perks) that would have resulted determined HP's response which was "rather than engage in embarrassing failed foreign litigation with Autonomy," senior execs decided to let the deal go through and "resolved to try to quietly clean up the HP/Autonomy debacle internally" after the event.
Meanwhile, Meg Whitman is saying that it is all the fault of Autonomy's management whom, she alleges were behind a "willful effort to mislead investors and potential buyers" via "accounting improprieties, misrepresentations and disclosure failures to inflate the underlying financial metrics of the company".
Ms Whitman fails to mention that HP undertook just three weeks of due diligence on an $11 billion acquisition. IGood grief! t takes me longer than that to decide to buy a new pair of shoes. But then I get paid a lot less than the CEO of Hewlett-Packard.
HP has referred the matter to the US Securities and Exchange Commission and the UK Serious Fraud Office, and it is rumoured that the that the FBI is also involved. So far nothing, absolutely nothing, has resulted - other than that we now know that the egos "running" HP are so massive that they seem to think that good old "caveat emptor" doesn't apply to them. They are now learning the hard way that it does.
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