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HP accused of ignoring evidence on ‘vastly overvalued’ acquisition while Autonomy founder denies financial impropriety
Hewlett-Packard tried to pull out of its $11bn (£7bn) takeover of British software firm Autonomy before the deal closed, according to claims in a $1bn shareholder lawsuit brought against the US computer maker.
HP’s chief executive Meg Whitman, her predecessor Léo Apotheker, the company’s former chairman Ray Lane and Autonomy founder Mike Lynch are among eight defendants named in the class action suit, filed at California’s San Francisco district court, which accuses those who oversaw the botched deal of conducting “cursory due diligence on a polluted and vastly overvalued asset”.
Whitman and Lane – who resigned as chairman in April after a shareholder revolt – are accused of ignoring damaging evidence from whistleblowers and hiding their full concerns about the Autonomy deal. They allegedly employed “devices, schemes and artifices to defraud” shareholders into buying the stock, before eventually admitting HP had overpaid in November 2012.
The revelation of an $8.8bn writedown of HP’s book value, related to the Autonomy purchase, which came over a year after the acquisition was completed, wiped more than $3bn from the US company’s market value in a single day. In a devastating overview, 101 pages of court documents seen by the Guardian tell the story of an HP board of directors too tired from infighting to effectively oversee the acquisition of Autonomy.
The claim is that Apotheker was egged on by “self-interested auditors, Wall Street bankers and other investment advisers who facilitated HP’s severely reckless pursuit of Autonomy in exchange for nearly $100m in fees”. The lawsuit claims that Lynch, having exaggerated his company’s performance to investors, was “hoping to cash out of Autonomy before it collapsed under the weight of its own fraud”.
Lynch strongly rejects any financial impropriety, and says Autonomy received unqualified audit reports during his leadership.
“Unbeknownst to investors,” court filings claim, “HP was actively seeking to withdraw its offer to purchase Autonomy” before the 3 October 2011 deadline. By this time Whitman, who had been a member of the board that approved the purchase, had replaced Apotheker as chief executive. The suit claims she was aware of Autonomy’s supposedly questionable practices from analyst and press reports.
Lane is alleged to have asked HP’s financial advisers, Barclays and Perella Weinberg, to check whether his company could back out of the deal. Because the board had been aware of accusations that Autonomy’s management were exaggerating their company’s performance before the offer was made, the UK Takeover Panel would reject any plea by HP to walk away, Lane was reportedly told. This part of the suit is based on a report in the Wall Street Journal.
“Rather than engage in embarrassing failed foreign litigation with Autonomy,” the filings say, Lane, Whitman and HP’s finance director “resolved to try to quietly clean up the HP/Autonomy debacle internally.”
They were only forced into a full disclosure in May 2012, when a senior Autonomy executive blew the whistle on serious accounting improprieties with HP’s top lawyer John Schultz, the claim alleges. Whitman responded by asking accountants PricewaterhouseCoopers to investigate, but these developments were “concealed” from investors until November.
The claimants identify four whistleblowers, three of whom came forward before the deal was completed. They are UK financial analyst Paul Morland, who wrote to HP’s investor relations department in September 2011 to “tell them they were making a big mistake”; a former Autonomy finance executive who told the British company’s auditor Deloitte of “improper accounting”; and the author of a widely circulated email which questioned Autonomy’s claims about the popularity of its flagship software.
Despite these red flags, HP’s due diligence checks on Autonomy lasted just three weeks. The British company “refused” to hand over copies of financial documents supporting its audits, limiting HP’s review to only publicly reported financial statements and about 25 sales contracts, the filings claim.
The case is brought on behalf of all investors who bought HP shares between 19 August 2011 – the day after the takeover was announced – and 20 November 2012, when HP came clean about the full extent of its concerns.
The suit, filed on Friday, is led by the Dutch pension fund PGGM Vermogensbeheer, which last year was part of a group of investors that sued Bank of America for $2.4bn over its purchase of Merrill Lynch, and believes it lost $35m on its HP investments. A hearing may follow later this year and depending on how many other shareholders join the action, it is understood damages could exceed $1bn.
“As we have continually said, HP relied on the audited financial statements and the representations of Autonomy’s management and its auditors regarding Autonomy’s business and revenue,” HP said in a statement.
“Those facts and figures appear to have been willfully manipulated by certain Autonomy employees prior to the company’s acquisition, to mislead investors and potential buyers.”
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“The Cannabis Connection,” Virogen’s New Business Unit, Finds Enthusiastic Response to Growth-Through-Acquisition Model from Medicinal Marijuana Dispensary Targets
Company Confirms Cancellation of 1 Billion Shares, Continuing Efforts to Cancel Additional 5 Billion Shares and OTC Marketplace Update
SAN GERONIMO, Calif., May 8, 2013
SAN GERONIMO, Calif., May 8, 2013 /PRNewswire/ — Virogen Inc. (OTC:VRNI), a holding company that owns Tiger Team Technologies and The Cannabis Connection, today advised of its progress following recent announcements concerning its new business unit, The Cannabis Connection, a company initiative designed to capture a portion of the $15-20 billion legal marijuana market.
“Since we announced The Cannabis Connection initiative last week, we have reached out to dispensaries that we view as potential acquisition candidates and have been met with an extremely enthusiastic response,” said Paul Hogan, President of VRNI.
PARIS–(Marketwired – May 3, 2013) – CGG (ISIN: 0000120164 – NYSE: CGG) announced
Category : Stocks
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Paragon Technologies Acquires Innovative Automation
EASTON, Pa., April 18, 2013
EASTON, Pa., April 18, 2013 /PRNewswire/ — SI Systems, Inc., a material handling systems solutions provider and a wholly owned subsidiary of Paragon Technologies, Inc. (OTC Pink: PGNT), is pleased to announce that it has acquired Innovative Automation Inc. (“IA”), a leading provider of warehouse control systems (WCS) and warehouse management systems (WMS) solutions, based in San Diego, California.
Category : Stocks
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Ridgeline Completes Acquisition of Missouri Facility
CALGARY and SCOTTSDALE, AZ, April 15, 2013
CALGARY and SCOTTSDALE, AZ, April 15, 2013 /PRNewswire/ – Ridgeline Energy Services Inc. (“Ridgeline” or the “Company”) (TSXV: RLE, OTCQX: RGDEF, FSE: RL7) a technology driven company operating in the waste water industry, today announces that, further to its news releases of February 5, 2013
CWT LP has two operating subsidiaries, Renewable Energy Solutions, LLC
Mr. Dennis M. Danzik, CEO of Ridgeline, stated, “The Company has now
Danzik also stated, “Our latest management agreement and subsequent
About Ridgeline Energy Services Inc.
Ridgeline Energy Services Inc. is a technology driven company operating
ON BEHALF OF THE BOARD OF DIRECTORS
“Neither TSX Venture Exchange nor its Regulation Services Provider (as
SOURCE Ridgeline Energy Services Inc.
Raymond Lane has been replaced on interim basis by Ralph Whitworth as crisis over acquisition of software firm continues
The chairman of Hewlett-Packard has stepped down and its two longest-serving independent directors are to leave the board as the fallout from the firm’s disastrous acquisition of British software firm Autonomy continues.
Two weeks ago at HP’s annual meeting, chairman Raymond Lane and directors John Hammergren and Kennedy Thompson scraped through a vote on their re-election with the slimmest of margins.
They were rebuked for mistakes at the world’s largest maker of personal computers, including the ousting of two chief executives in as many years and admissions that recent acquisitions are worth billions of dollars less than their purchase price.
Lane has been replaced as chairman on an interim basis by activist investor Ralph Whitworth, who has sat on the HP board since 2011, but will remain a director. Hammergren and Thompson, who have served for eight and seven years respectively, will stay only until the May board meeting and a search is underway for their replacements.
“After reflecting on the stockholder vote last month, I’ve decided to step down as executive chairman to reduce any distraction from HP’s ongoing turnaround,” said Lane. “I’m proud of the board we’ve built and the progress we’ve made to date in restoring the company. I will continue to serve HP as a director and help finish the job.”
Lane, a former executive at leading software firm Oracle, was in charge when the previous HP chief executive Léo Apotheker was given the go-ahead to spend $11.7bn (£7.7bn) acquiring Autonomy, then listed on the London Stock Exchange.
HP’s attempts to move away from the low margin PC business into more profitable software sales failed to convince investors, and after a 40% drop in the share price and less than a year in the top job, Apotheker was forced out.
Lane held on, helping to install fellow HP board member and Ebay’s former chief executive Meg Whitman as Apotheker’s successor. But 41% of shareholders opposed his re-election last month, while 46% voted against Hammergren and 45% against Thompson.
A spokesman for one of the largest North American pension funds, the California Public Employees’ Retirement System (Calpers), took the floor at the annual meeting to express “extreme concern with HP’s path in recent years”.
HP’s new interim chairman has a reputation for building small stakes in troubled companies in order to fight his way on to the board and agitate for change. Whitworth’s previous scalps include Robert Nardelli, whom he helped oust as chief executive of retailer Home Depot, and mobile network Sprint Nextel’s Gary Forsee. His firm, Relational Investors, owns $800m of HP shares.
“Ray, John and Ken are terrific leaders, and they’re passionate about doing the right thing for HP,” said Whitworth. “Meg is leading a Herculean turnaround, so most of all, we must build and maintain the best possible leadership structure for Meg and HP’s entire team to succeed.”
AT&T and Verizon said to be behind rumoured £161bn takeover bid, with latter keen to buy out Vodafone’s stake in joint venture
Vodafone’s shares hit a decade high on Tuesday on renewed rumours that the mobile phone company may be subject to a £161bn bid – which would smash previous takeover records.
Shares in Vodafone were trading nearly 6% higher at 197p, the highest the shares have reached since January 2002, following speculation that two US telecom companies are plotting to take over their British rival. The shares closed at 192p.
AT&T and Verizon Communications are said to be preparing to launch a breakup bid for Vodafone. The Financial Times suggested the bid could be pitched at about 260p a share. If the deal goes ahead at this price, it would be the world’s biggest ever corporate acquisition, dwarfing the current record holder AOL’s $182bn (£120bn) takeover of Time Warner in 2000.
The FT report, which cited “usually reliable people” that it did not identify, said Verizon would buy Vodafone’s 45% stake in their Verizon Wireless US mobile joint venture, and AT&T would take on the rest of Vodafone’s operations in more than 60 countries around the world.
Verizon issued a statement in which it said it was still interested in buying out Vodafone’s stake in Verizon Wireless, but denied that it was looking to partner with AT&T. Verizon said it “does not currently have any intention to merge with or make an offer for Vodafone, whether alone or in conjunction with others”.
Vodafone and AT&T declined to comment on the rumour. Barclays, which is said to be putting the deal together, also declined to comment.
Vodafone, which with 403 million customers is the world’s second-largest mobile phone company after China Mobile (which has 720 million customers), has long been looking for a way to extract value from its stake in Verizon Wireless.
It could choose to sell its Verizon stake, but if it did the British company would then be faced with a capital gains tax bill of up to £20bn as the value of the investment has soared.
There has also been speculation that the parent companies could fully merge. Vodafone and Verizon bosses were said to have discussed the latest iteration of this plan as recently as December, but the talks broke down over who would lead the combined company and where its headquarters would be based, according to Bloomberg.
Last month Vittorio Colao, Vodafone’s chief executive, said he kept “an open mind” about the stake and all possible solutions. He said Vodafone’s board meets to review the investment at least twice a year.
Richard Perry, chief strategist at Central Markets, said the latest market chatter “has got legs to run on it”.
Robin Bienenstock, an analyst at Sanford C Bernstein, said AT&T is interested in buying into European markets but cautioned that “they’ve always bought at quite low prices” in previous US acquisitions.
Shareholders have been increasing pressure on Vodafone to capitalise on its Verizon Wireless stake. Last month John Hempton of Australian-based hedge fund Bronte Capital attacked Vodafone for incompetently handling the Verizon investment and said the “best outcome would be the sale of the whole of Vodafone at a good price”.
In a searing critique, Hempton called for all of Vodafone’s board to be sacked if it sells the Verizon Wireless stake because shareholders would suffer an “insane” tax bill of tens of billions of pounds.
“With the demonstrated record of failure of Vodafone over the past decade, Vodafone has surrendered its right to make a deal – any deal – which leaves management to squander the proceeds from the best asset they have – the only asset they did not manage,” he added.
Verizon Wireless paid out a $8.5bn dividend split between its parent companies last year. It follows a $10bn dividend in 2011, the first time the joint venture had paid out cash to shareholders after halting dividends to pay down debt in 2005.
Analysts believe AT&T is hungry to make acquisitions after its $39bn bid for T-Mobile US – which would have created America’s biggest mobile operator – was blocked by competition regulators two years ago.
Bridgepoint is acquiring Oasis Healthcare from another private equity house, Duke Street, which paid £77m in 2007
Oasis Healthcare, the UK’s largest private dental chain, has been bought by the private equity firm behind the catering group Pret a Manger for £185m.
Bridgepoint is acquiring the chain from another buyout firm, Duke Street, which paid £77m when it pulled Oasis from the London Stock Exchange in 2007. The deal includes an unusual agreement to let Duke Street roll over a portion of the proceeds from the sale to retain a minority stake in Oasis.
The company owns 200 dental practices across England, Wales and Northern Ireland and employs more than 2,000 people, of whom 800 are dentists. It offers dental care and orthodontic procedures to private customers, but is also a major provider to the National Health Service.
Jamie Wyatt, a Bridgepoint partner, said: “Oasis’ financial performance has been impressive throughout the recent economic cycle.
“It is a robust platform with a commitment to quality and innovation from which to create the only branded dental operator of scale in the UK.”
The UK dental market is fragmented but estimated to be worth £7bn. There are about 34,000 dentists operating from 10,500 practices owned by individual partners, and corporate owners only represent 10% of the market.
The Oasis acquisition price is understood to be less than nine times the company’s underlying earnings. Bridgepoint has paid considerably less than the £250m hoped for when the company was first put on the market but Duke Street has still more than doubled its original investment.
Oasis was founded in 1996 and taken private for about 12 times earnings.
Bridgepoint secured the deal after fending off bids from three rival private equity specialists – LDC, CapVest and Canada’s Omers Private Equity.
Bridgepoint aims to invest in “strong-performing, good-quality, well-managed businesses that have the potential to grow” and its other investments include the healthcare provider Care UK and the retailers Fat Face and Hobbycraft, as well as the Pret a Manger sandwich chain.
Among its healthcare investments are Tunstall, which provides alarm systems for the elderly and runs call centres for local authorities, acquired in 2005, and Ansel, which was bought in 2008 and runs a clinic in Nottingham that “focuses on the assessment, treatment and rehabilitation of adults with a wide range of mental disorders”.
Its European advisory board is chaired by the former Labour health secretary Alan Milburn and also includes the BBC Trust chairman Lord Patten, the former Marks & Spencer boss Sir Stuart Rose and Sir James Crosby, the former chief executive of HBOS.
Justin Ash, chief executive of Oasis, said: “We have a successful track record of acquisitions and new openings, and plan ongoing and rapid expansion.”
Oasis will have banking facilities of £146.5m, arranged through Bank of Ireland, Barclays, GE Capital, HSBC, ING and Société Générale. In total, Bridgepoint will commit £60m in capital for investment in acquisitions and other development of the business.