ballentine_m@apollo.COM (Mike Ballentine) (04/14/89)
HEWLETT-PACKARD TO ACQUIRE APOLLO COMPUTER PALO ALTO, California, April 12, 1989 -- Hewlett-Packard Company (NYSE:HWP) and Apollo Computer Inc. (NASDAQ: APCI) today jointly announced that both companies' boards of directors have unanimously approved a definitive agreement by which HP will acquire Apollo. Terms of the agreement call for HP to offer $13.125 per share in cash for all of Apollo's outstanding common stock (approximately 36.3 million shares as of today) plus associated rights, in a tender offer to be commenced within five business days. The combination of two pioneers in engineering workstations will create a dynamic presence in the fastest-growing segment of the computer industry. "HP and Apollo together represent an ideal blending of product strengths and business strategies," said John A. Young, HP president and chief executive officer. "Both companies are recognized for technical innovation and high quality computer products, and for a commitment to the industry's move toward cooperative computing environments based on open industry standards. "Apollo is a leader in work group computing. HP is a leader in graphics and wide-area networking, and has contributed key technology to the Open Software Foundation's new MOTIF user environment. Together, we have the resources - engineering, financial, manufacturing and marketing - to solve customer problems faster and more effectively than could either company individually. "We have the highest regard for Apollo's people and intend that Apollo will be operated as a division within HP's Workstation Group, preserving an environment for maximum creativity and technological innovation," Young said. "We strongly believe this transaction is in the best interests of the shareholders, employees, customers and communities served by both companies." "Apollo is extremely pleased to merge with one of the industry's outstanding organizations," said Thomas A. Vanderslice, chairman and chief executive officer of Apollo. "Hewlett-Packard's commitment to the workstation business and to open industry standards, its basic strategy and product strengths, its corporate culture and its well-known concern for its people add up to a very good fit for our customers and employees." Apollo, founded in 1980, was one of the first companies to address the developing demand for engineering workstations, which are advanced personal computers powerful enough to satisfy the demands of engineers performing design and software engineering applications. Along with personal computers, networked engineering workstations have become a key component of distributed-computing systems in business, manufacturing and financial-information processing environments. The company employs approximately 4,450 people worldwide and had revenue in 1988 of $654 million. The transaction is subject to receipt of necessary regulatory approvals and the expiration of appropriate waiting periods. The offer will be conditioned on the tender of at least 51 percent of Apollo stock. Apollo is a manufacturer of networked-based workstations and open computing products. A Fortune 500 company, Apollo has manufacturing and assembly operations in the U.S. and Europe and has more than 100 sales and service locations worldwide. Hewlett-Packard Company is an international manufacturer of measurement and computation products and systems recognized for excellence in quality and support. The company's products and services are used in industry, business, engineering, science, medicine and education in 93 countries. Founded in 1939, the company celebrates its 50th anniversary this year. It has 87,000 employees and had revenue of $9.8 billion in its 1988 fiscal year.