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HP & EDS: A marriage made in Heaven?

Wednesday, May 14, 2008 | Teeka Tiwari

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The headlines are awash in the tall tales of the wondrous mysteries of that oh-so 80’s word synergy.

Of course, that's what it’s called today. What nomenclature are the management consultant boys using these days? Does anyone know? Oh well, no matter - the pitch is still the same: Go spend billions of shareholder bucks and buy into a complementary business so one can realize the sheer ecstasy of synergy (or whatever).

I am, of course, referring to Hewlett Packard’s (SYMB: HPQ) staggering $13.25 billion all cash bid for technology consulting powerhouse Electronic Data Systems Corp (SYMB: EDS). Lest we forget, $13.25 billion is a LOT of money. It’s easy to lose sight of that in this 10-figure drenched world that we live in today. What exactly are shareholders getting for all that money?

Well, EDS has done a good job turning themselves around, and it's true the real money is in high margin technology service contracts. IBM, for example, has been spectacularly successful in this area. In fact, on paper this deal makes sense - I stress on paper. So why am I so skeptical?

Well first of all, we have to remember that HP is the same company that wanted to pay 17 billion dollars for Price Waterhouse Coopers' (PWC) consulting division a few years ago. Thankfully for HP’s shareholders the deal fell through.

Why thankfully?

Just a two short years later, IBM ended up buying PWC for just $3.5 billion!

Whew, talk about shareholders dodging a bullet!

The truth is that these gargantuan deals almost never work, primarily because of culture clash.

Imagine if the U.S. government said “OK, we are going to merge America with Mexico. Not only that, but we will now have to all speak the same language, use the same services and systems, and just generally have to get along together."

No bloody way, right?

Think about EDS’s 137,000 employees having to assimilate into HP’s culture, and you will begin to get a glimpse as to why these deals rarely work. Oh, of course the IB (investment bank) boys will try to dazzle us with their cost savings BS. They’ll come out and say the most fantastic things like, “We project that combined cost savings will be in the billions!!!”

Yeah, maybe if everyone turns out to be a robot and not a living feeling human being, and business conditions remain perfect through their integration period.

Yeah right!

Why don’t you try and sell me the Brooklyn Bridge; you’ll have a better shot of convincing me of its value. If you can taste the vitriol in this week’s article then I’ve done my job.

As a shareholder, I am just sick and tired of corporate management making massive multi-billion dollar bets that fail. Their thinking fails, but they still get to parachute out with millions in compensation (think Carly Fiorina).

How are the big institutional shareholders allowing this to happen? Why aren’t the mutual funds, retirement funds, etc, more vocal? I have to tell you - I do not know why. To this investor it makes no sense that we aren’t seeing even more shareholder activism.

I want to hear from you about this. Why do you think that we don’t see more companies' management teams held accountable?


(Please let us know what you think about Teeka Tiwari's article.)
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“Let the Game Come to You.”

Teeka Tiwari
Chief Investment Officer
Point & Profit




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19 Comments

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  1. Ken (26 weeks ago) Is this Spam?

    I agree totally about the greed of CEO's and the Board of Directors of these so called "Public Companys"



    I hope one day the people have the power to have a SEC rule put in place that CEOs of public traded companys are paid a wage equal to the average hourly paid worker, within that company,and that any additional wages, bonuses, etc. paid to them are paid solely based on the performance of company's stock. In addition, the company's directors and/or board members wages are also based on the performace of the companys stock. Take care of the shareholders and CEOs and Directors would be paid for what they can perform or terminate them without any benefits or perks.
  2. MikeZ (28 weeks ago) Is this Spam?

    As an HP shareholder I must say it's scary chalenge to merge two 130,000 people operations. It will take a stellar execution to make it work but I have fate in Hurd's no-nonsense management. After 30 years in the computer industry I believe that HP needs EDS-like capability. Could they develop it in-house? Probably but it would take just too long...
  3. F. (28 weeks ago) Is this Spam?

    Excellent points. I recently put questions of corporate governance to the president of a very large mutual fund company where we have six figure holdings in our retirement accounts.



    In the worst example at this mutual fund company, one elderly director sat on the oversight boards of some 130+ mutual funds at the same firm. How can that person intelligently carry out her fiduciary duties? Do the honchos at this mutual fund company care? No.



    The mutual fund director assigned to respond to my query about the lack of corporate outrage at the bloated pay packages and questionable decision making of senior management's hand-picked board members hid behind the defense that 75% of the mutual fund board members have to be independent, i.e. not employees of the mutual fund company.



    So what! As at publicly-traded companies, the directors of mutual funds are selected because of their friendships with senior management and willingness to smooth things over rather than raise contentious issues. This paradigm exists both at the mutual fund and the individual public company level.



    Individual shareholders simply can't compete (don't have enough votes) with the big money managers, pension funds and mutual funds, who don't want to rock any boats either. Look at Bear Stearns, UBS, et al. The board and management oversight were virtually nonexistent.



    Individual shareholders need to make a point of voting for full disclosure and against incumbent board members who sit on too many boards and collect too much money for the work they do. See Berkshire Hathaway for one of the few public companies that operates for the shareholders and not for the insiders narrow, parochial interests.
  4. Roy (28 weeks ago) Is this Spam?

    Hey big T, you know as well as alot of us (it isn't their money)we as humans generally spend other peoples money alot easier than our own given the opportunity and as to ceo etc compensation we are starting to see some changes where the salaries are lower and the stock options are what gives them alot of their millions however there are some who sell or exercize them dam near as soon as they get them.I myself when buying a stock track the sec filings as to P,S or M transactions as well as g and when they got the gift or itm option-derivitive. and when I see a shitload of p'S guess what? Like anything T their are ok,good and sometimes fantastic ceo's as well as coo's etc.bottom line with all the talk and more and more shareholder's getting pissed of will it finally start to to stick or get forgotten about.As for hp I personally don't care for the company however some of the past ceo's have done a great job turning it around and as far as m&a's I prefer seeing them stick to what they know accept for ge and a few others.although as you wrote his guidance or hints sucked as their were't any and the stock may not have been pummeled so bad had he.See ya T
  5. nicky (28 weeks ago) Is this Spam?

    i think your article is right on target. i'm sick of these overpaid ceo's. they get millions or billions of dollars when a company is doing poorly. the ones who pay are the shareholders and the workers.
  6. anthony (28 weeks ago) Is this Spam?

    Teeka, excelente article.

    Tony.
  7. Thomas (28 weeks ago) Is this Spam?

    Agree!

    The culture thing is a huge piece of the pie- especially to the customers impacted by the deal.

    The culture shock can turn the pie upside down in a hurry!
  8. John M (28 weeks ago) Is this Spam?

    Good Morning Teeka,



    So in old Jolly, were you in the footlights as a bawdy house straight man comic? Feed me a line like this and what do you think I'm gonna come back with?



    Teeka wrote:

    Imagine if the U.S. government said âOK, we are going to merge America with Mexico. Not only that, but we will now have to all speak the same language, use the same services and systems, and just generally have to get along together."



    No bloody way, right?



    John replies: Are you referring to this?









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    Security and Prosperity Partnership of North America (SPP): Security and prosperity for whom?



    by Andrew Marshall



    Global Research, March 17, 2008

    the-peak.ca/



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    In March of 2005, the leaders of Canada (Paul Martin), the U.S. (George W. Bush), and Mexico (Vicente Fox) signed an agreement called the Security and Prosperity Partnership of North America (SPP). The SPP is about securing prosperity for a rich elite, while taking what remaining power the people have, through democratic sovereign institutions, and placing that power in a few hands of unelected, unaccountable bureaucrats whose strings are pulled by global corporations and banks. However, in discussing the SPP, we must first go back a little further than 2005 to the origins from which it arose.



    The same group that on their own website admits to being the predominant force in Canada behind NAFTA, the Canadian Council of Chief Executives (CCCE) â Canadaâs most powerful interest group made up of the CEOs of the 150 largest corporations in Canada, many of which are subsidiaries of foreign, predominantly American, corporations â in January of 2003, issued a press release announcing the creation of their North American Security and Prosperity Initiative. In this, they proposed five main changes to be undertaken in the North American political-economic landscape: âReinvent borders, maximize regulatory efficiencies, negotiate a comprehensive resource security pact, reinvigorate the North American defense alliance, and create a new institutional framework.â



    Several months later, in November of the same year, the CCCE issued a short document titled, âPaul Martin urged to take the lead in forging a new vision for North American cooperation.â In this document, they stated that, âall of the CCCEâs 150 member CEOs are involved in this ambitious two-year initiative,â in which Thomas DâAquino, president and CEO of the CCCE, âurged that Mr. Martin champion the idea of a yearly summit of the leaders of Canada, Mexico, and the United States in order to give common economic, social, and security issues the priority they deserve in a continental, hemispheric, and global context.â



    Apparently, Martin was listening, because one of the signatories of this letter was none other than a vice chairman of the CCCE and then-CEO of Canfor Corporation, Canadaâs largest softwood lumber producer, David L. Emerson. Emerson would go on to be Martinâs Minister of Industry.



    When the CCCEâs two-year initiative ended, it formed a new task force, called the âIndependent Task Force on the Future of North Americaâ in conjunction with the Mexican Council on Foreign Relations and the U.S.âs most powerful think tank, the Council on Foreign Relations (CFR), founded by the Rockefeller and Morgan families in 1921.



    This task force released a statement on March 14, 2005 entitled, âTrinational call for a North American economic and security community by 2010.â In the Trinational Call, it was recommended that the North America nations create âa community defined by a common external tariff and an outer security perimeter,â and to âharmonizeâ the areas of energy, security, education, military, immigration, resources, and the economy.



    Nine days after this recommendation was issued, Bush, Martin, and Fox signed the Security and Prosperity Partnership of North America (SPP), and in the joint statement explained it would, âimplement common border security and bioprotection [enhanced surveillance] strategies, enhance critical infrastructure protection, implement a common approach to emergency response, implement improvements in aviation and maritime security, combat transnational threats, enhance intelligence partnerships, promote sectoral collaboration in energy, transportation, financial services, technology, and other areas to facilitate business, [and] reduce the costs of trade.â The SPP agreement oversees the creation of SPP âworking groupsâ in each country, which have a mandate of overseeing âharmonization,â or âintegration,â in over 300 policy areas.



    Two months later, in May of 2005, the Independent Task Force on the Future of North America released a document titled, âBuilding a North American Community,â of which Canadian Task Force members included DâAquino, Wendy Dobson, professor at University of Toronto and former president of the C.D. Howe Institute, Allan Gotlieb,(former Canadian Ambassador to the United States as well as being Chairman of the CCCE), and John Manley, former Liberal deputy prime minister.



    The reportâs recommendations included initiatives to establish âa common security perimeter by 2010, develop a North American Border Pass [North American ID card] with biometric identifiers, expand NORAD into a multi-service defense command,â share intelligence, develop Mexicoâs energy resources, âharmonizeâ areas of energy, education, military, foreign policy, immigration, health, expand âtemporaryâ migrant worker programs, and adopt a common external tariff.



    In 2002, based in Montreal, the North American Forum on Integration (NAFI) was formed, which, according to their website, âaims to address the issues raised by North American integration as well as identify new ideas and strategies to reinforce the North American region,â and hold âNAFI organized conferences which brought together government and academic figures as well as business people.â The first conference was held in Montreal in 2003, the second in 2004 in Mexico, of which was stated on the organizationâs website: âAbout 200 participants and conference speakers took part in the conference, [including] former Energy Minister, Mr. Felipe Calderon,â the current President of Mexico.



    NAFI later organized a âmockâ North American Parliament, called the Triumvirate, which allows 100 Canadian, American, and Mexican university students âto better understand the North American dynamicâ â the first of which took place in the Canadian Senate in May of 2005, hosted by the Triumvirate president and former ambassador Raymond Chrétien, the son of Jean Chrétien. Participating Canadian universities included Carleton, McGill, and yes, Simon Fraser University. The board of directors of NAFI includes Stephen Blank, a member of CFR and Robert Pastor, CFR member and co-chair of the Independent Task Force.



    In January of 2006, the Council of the Americas and the North American Business Council issued a report titled, âFindings of the Public/Private Sector Dialogue on the Security and Prosperity Partnership of North America,â which called for the establishment of a âNorth American competitiveness councilâ to advise governments on the implementation of âdeep integration.â The Chairman of the Council of the Americas is former banker David Rockefeller, and top executives from J.P Morgan, Merck & Co., Chevron, McDonaldâs, Shell, Citigroup, IBM, Ford, PepsiCo, Microsoft, GE, Pfizer, MetLife, Wal-Mart, Exxon Mobil, Credit Suisse, General Motors, Merrill Lynch, and individuals from the U.S. Department of State.



    In March of 2006, a second SPP summit was held, this time with Bush, Fox, and newly elected Canadian Prime Minister Stephen Harper. The press release (which can be found at spp.gov, âReport to Leaders August 2006â) announced the formation of the North American Competitiveness Council (NACC), which âprovides a voice and a formal role for the private sectorâ whose job is to advise the SPP ministers in their respective governments. Current Canadian SPP ministers are Maxime Bernier (Foreign Affairs), Jim Prentice (Industry) and Stockwell Day (Public Safety, ha!).



    The NACC is run out of the U.S. Chamber of Commerce and with the Council of the Americas, and is made up of corporate leaders from each of the three countries. In Canada, these corporations include Manulife Financial, Power Corporation of Canada, Ganong Bros. Ltd, Suncor Energy, Canadian National, Linamar Corporation, Bell Canada Enterprises, Home Depot, and the Bank of Nova Scotia. U.S. companies include Campbell Soup, Chevron, Ford, FedEx, GE, GM, Lockheed Martin, Merck, Procter & Gamble, UPS, Wal-Mart, and Whirlpool.



    On September 12 to 14, 2006, business and government representatives from the three North American countries met in secret, with no media coverage, at the Banff Springs Hotel and convened the North American Forum. Judicial Watch, a U.S. public watchdog group got declassified government documents through a Freedom of Information Act request and made the documents available on their website. These documents reveal the discussions and membership in the secret meetings. The Canadian co-chair of the meeting was former Alberta premier Peter Lougheed, and Canadian participants included Day, DâAquino (also a member of the NACC), all NACC corporate representatives, and John Manley. In the released documents, under the forum discussion on âBorder Infrastructure and Continental Prosperity,â chaired by John Manley, a startling quote was revealed: âWhile a vision is appealing, working on the infrastructure might yield more benefit and bring more people on board (âevolution by stealthâ).â What exactly are they evolving by stealth? Oh right, our country.



    On the Canadian governmentâs SPP website, a list of priorities is provided which gives recommendations to be implemented by date, and then tracks their status. Under Aviation Security: âFor aviation security purposes, each country has developed, is developing or may develop its own passenger assessment (no-fly) program for use on flights within, to or from that country to ensure that persons who pose a threat to aviation are monitored or denied boarding, within 24 months (June 2007).â On June 18, 2007, Canada instituted our very âownâ no-fly list.



    On May 8, 2007, The Montreal Gazette reported that âCanada is set to raise its limits on pesticide residues on fruit and vegetables for hundreds of products. The move is part of an effort to harmonize Canadian pesticide rules with those of the United States, which allows higher residue levels for 40 per cent of the pesticides it regulates,â and that âCanadian regulators and their U.S. counterparts have been working to harmonize their pesticide regulations since 1996, as part of the North American Free Trade Agreement. Now the effort is being fast-tracked as an initiative under the Security and Prosperity Partnership.â



    The Vancouver Province reported on January 22, 2008, that âB.C. is about to become the first province to use a high-tech driverâs license. For an extra fee, it will enable drivers to cross the border into the U.S. without a passport and still comply with the U.S. Department of Homeland Security concerns,â and that âthe enhanced driverâs license or EDL has a radio-frequency identification chip that will broadcast a number linked to a computer database, allowing a border guard to assess data and flag security issues as drivers approach the booth.â Introduced by Gordon Campbell and Stockwell Day, this is the âbiometricâ card as recommended under the SPP â essentially, a North American ID card.



    There is also much discussion of a common currency for North America, often called the âAmero,â much like the euro for the E.U. The Fraser Institute published a paper entitled, âThe case for the Amero.â The C.D. Howe Institute followed that with the publication, âFrom fixing to monetary union: options for North American currency integration.â In May of 2007, as reported by The Globe and Mail, David Dodge, then-governor of the Bank of Canada, said, âNorth America could one day embrace a euro-style single currency.â The Globe reported in November of 2007 that Stephen Jarislowsky, board member of C.D. Howe, told a parliamentary committee, âCanada should replace its dollar with a North American currency, or peg it to the U.S. greenback.â



    The SPP is not about âsecurityâ or âprosperityâ (except for the very few over the many), but is rather about forming a North American Union. When Vicente Fox recently appeared on The Daily Show, Jon Stewart asked him about NAFTA, of which Fox stated, âNAFTAâs been good. As a matter of fact we should have a new vision, go further, integrating,â and Fox went on to discuss the âsolidarityâ of the European Union. When asked if he wanted a North American Union, and if it would include Canada, Fox said, âLong term, yes.â On May 16, 2002 Fox spoke at Club 21 in Madrid, and stated, âEventually, our long-range objective is to establish with the United States, but also with Canada, our other regional partner, an ensemble of connections and institutions similar to those created by the European Union.â



    Mussolini has been attributed as once saying, âFascism should more properly be called corporatism because it is the merger of state and corporate power.â Gandhi once said, âA democrat must be utterly selfless. He must think and dream not in terms of self or party but only of democracy.â So are those behind the SPP listening to, Gandhi or Mussolini?



    Andrew Marshall is a frequent contributor to Global Research. Global Research Articles by Andrew Marshall

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    As the old bawdy house routine has it,"Slowly I turned, step by step...I took her by the hair of her head and I...Ah! Oh! Oh, it's too horrible! I can't go on!



    Happiness in your trading,



    John Mahler
  9. joyce (28 weeks ago) Is this Spam?

    I have watched while citigroup, Merrill Lynch plus many more companys gave millions to their CEO's as golden parachute to buy out their contracts. I saw them speak on TV and they had the audacity to say they earned it. Did they really earn it or are they just a bunch of greedy people. The companies, themselves, are a bunch of very inept people playing at running a large company. Everytime I talked to anyone about the exorbitant amounts of serverance pay to CEOs' they said for me not to be so negative. My brother-in -law lost alot when citigroup hit the dust. He also worked for the bastereds , though he was disinchanted in the whole mess before the truth came out.

    Most people feel that their voices don't mean much in a world where you can't believe in what the big news media gives out so they just tune out and become apathetic. Joyce
  10. Earl (28 weeks ago) Is this Spam?

    In his typical fashion Teeka has had the wisdom to point out the folly of the tactics of some corporate managers who seek mergers and acquisitions that do nothing for the shareholder but may increase their own already vast salaries and benefits.

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