Sep
08
2020
--

The $10B JEDI contract is locked, loaded and still completely stuck

The other day I took a moment to count the number of stories we’ve done on TechCrunch on the DoD’s $10 billion, decade-long, winner-take-all, JEDI cloud contract. This marks the 30th time we’ve written about this deal over the last two years, and it comes after a busy week last week in JEDI cloud contract news.

That we’re still writing about this is fairly odd if you consider the winner was announced last October when the DoD chose Microsoft, but there is no end in sight to the on-going drama that is this procurement process.

Government contracts don’t typically catch our attention at TechCrunch, but this one felt different early on. There was the size and scope of the deal of course. There was the cute play on the “Star Wars” theme. There was Oracle acting like a batter complaining to the umpire before the first pitch was thrown. There was the fact that everyone thought Amazon would win until it didn’t.

There was a lot going on. In fact, there’s still a lot going on with this story.

Oracle doth protest too much

Let’s start with Oracle, which dispatched CEO Safra Catz to the White House in April 2018 even before the RFP had been written. She was setting the stage to complain that the deal was going to be set up to favor Amazon, something that Oracle alleged until the day Microsoft was picked the winner.

Catz had been on the Trump transition team and so had the ear of the president. While the president certainly interjected himself in this process, it’s not known how much influence that particular meeting might have had. Suffice to say that it was only the first volley in Oracle’s long war against the JEDI contract procurement process.

It would include official complaints with the Government Accountability Office and a federal lawsuit worth not coincidentally $10 billion. It would claim the contract favored Amazon. It would argue that the one-vendor approach wasn’t proper. It would suggest that because the DoD had some former Amazon employees helping write the RFP, that it somehow favored Amazon. The GAO and two court cases found otherwise, ruling against Oracle every single time.

It’s worth noting that the Court of Appeals ruling last week indicated that Oracle didn’t even meet some of the basic contractual requirements, all the while complaining about the process itself from the start.

Amazon continues to press protests

Nobody was more surprised that Amazon lost the deal than Amazon itself. It still believes to this day that it is technically superior to Microsoft and that it can offer the DoD the best approach. The DoD doesn’t agree. On Friday, it reaffirmed its choice of Microsoft. But that is not the end of this, not by a long shot.

Amazon has maintained since the decision was made last October that the decision-making process had been tainted by presidential interference in the process. They believe that because of the president’s personal dislike of Amazon CEO Jeff Bezos, who also owns the Washington Post, he inserted himself in the process to prevent Bezos’ company from winning that deal.

In January, Amazon filed a motion to stop work on the project until this could all be sorted out. In February, a judge halted work on the project until Amazon’s complaints could be heard by the court. It is September and that order is still in place.

In a blog post on Friday, Amazon reiterated its case, which is based on presidential interference and what it believes is technical superiority. “In February, the Court of Federal Claims stopped performance on JEDI. The Court determined AWS’s protest had merit, and that Microsoft’s proposal likely failed to meet a key solicitation requirement and was likely deficient and ineligible for award. Our protest detailed how pervasive these errors were (impacting all six technical evaluation factors), and the Judge stopped the DoD from moving forward because the very first issue she reviewed demonstrated serious flaws,” Amazon wrote in the post.

Microsoft for the win?

Microsoft on the other hand went quietly about its business throughout this process. It announced Azure Stack, a kind of portable cloud that would work well as a field operations computer system. It beefed up its government security credentials.

Even though Microsoft didn’t agree with the one-vendor approach, indicating that the government would benefit more from the multivendor approach many of its customers were taking, it made clear if those were the rules, it was in it to win it — and win it did, much to the surprise of everyone, especially Amazon.

Yet here we are, almost a year later and in spite of the fact that the DoD found once again, after further review, that Microsoft is still the winner, the contract remains in limbo. Until that pending court case is resolved, we will continue to watch and wait and wonder if this will ever be truly over, and the JEDI cloud contract will actually be implemented.

Sep
04
2020
--

DoD reaffirms Microsoft has won JEDI cloud contract, but Amazon legal complaints still pending

We have seen a lot of action this week as the DoD tries to finally determine the final winner of the $10 billion, decade-long DoD JEDI cloud contract. Today, the DoD released a statement that after reviewing the proposals from finalists Microsoft and Amazon again, it reiterated that Microsoft was the winner of the contract.

“The Department has completed its comprehensive re-evaluation of the JEDI Cloud proposals and determined that Microsoft’s proposal continues to represent the best value to the Government. The JEDI Cloud contract is a firm-fixed-price, indefinite-delivery/indefinite-quantity contract that will make a full range of cloud computing services available to the DoD,” the DoD said in a statement.

This comes on the heels of yesterday’s Court of Appeals decision denying Oracle’s argument that the procurement process was flawed and that there was a conflict of interest because a former Amazon employee helped write the requirements for the RFP.

While the DoD has determined that it believes that Microsoft should still get the contract, after selecting them last October, that doesn’t mean this is the end of the line for this long-running saga. In fact, a federal judge halted work on the project in February pending a hearing on an ongoing protest from Amazon, which believes it should have won based on merit, and the fact it believes the president interfered with the procurement process to prevent Jeff Bezos, who owns The Washington Post, from getting the lucrative contract.

The DoD confirmed that the project could not begin until the legal wrangling was settled. “While contract performance will not begin immediately due to the Preliminary Injunction Order issued by the Court of Federal Claims on February 13, 2020, DoD is eager to begin delivering this capability to our men and women in uniform,” the DoD reported in a statement.

A Microsoft spokesperson said the company was ready to get to work on the project as soon as it got the OK to proceed. “We appreciate that after careful review, the DoD confirmed that we offered the right technology and the best value. We’re ready to get to work and make sure that those who serve our country have access to this much needed technology,” a Microsoft spokesperson told TechCrunch.

Meanwhile, in a blog post published late this afternoon, Amazon made it clear that it was unhappy with today’s outcome and will continue to pursue legal remedy for what they believe to be presidential interference that has threatened the integrity of the procurement process. Here’s how they concluded the blog post:

We strongly disagree with the DoD’s flawed evaluation and believe it’s critical for our country that the government and its elected leaders administer procurements objectively and in a manner that is free from political influence. The question we continue to ask ourselves is whether the President of the United States should be allowed to use the budget of the Department of Defense to pursue his own personal and political ends? Throughout our protest, we’ve been clear that we won’t allow blatant political interference, or inferior technology, to become an acceptable standard. Although these are not easy decisions to make, and we do not take them lightly, we will not back down in the face of targeted political cronyism or illusory corrective actions, and we will continue pursuing a fair, objective, and impartial review.

While today’s statement from DoD appears to take us one step closer to the end of the road for this long-running drama, it won’t be over until the court rules on Amazon’s arguments. It’s clear from today’s blog post that Amazon has no intention of stepping down.

Note: We have  updated this story with content from an Amazon blog post responding to this news.

Sep
03
2020
--

Oracle loses $10B JEDI cloud contract appeal yet again

Oracle was never fond of the JEDI cloud contract process, that massive $10 billion, decade-long Department of Defense cloud contract that went to a single vendor. It was forever arguing to anyone who would listen that that process was faulty and favored Amazon.

Yesterday it lost another round in court when the U.S. Court of Appeals rejected the database giant’s argument that the procurement process was flawed because it went to a single vendor. It also didn’t buy that there was a conflict of interest because a former Amazon employee was involved in writing the DoD’s request for proposal criteria.

On the latter point, the court wrote, “The court addressed the question whether the contracting officer had properly assessed the impact of the conflicts on the procurement and found that she had.”

Further, the court found that Oracle’s case didn’t have merit in some cases because it failed to meet certain basic contractual criteria. In other cases, it didn’t find that the DoD violated any specific procurement rules with this bidding process.

This represents the third time the company has tried to appeal the process in some way, four if you include direct executive intervention with the president. In fact, even before the RFP had been released in April 2018, CEO Safra Catz brought complaints to the president that the bid favored Amazon.

In November 2018, the Government Accountability Office (GAO) denied Oracle’s protest that it favored Amazon or any of the other points in their complaint. The following month, the company filed a $10 billion lawsuit in federal court, which was denied last August. Yesterday’s ruling is on the appeal of that decision.

It’s worth noting that for all its complaints that the deal favored Amazon, Microsoft actually won the bid. Even with that determination, the deal remains tied up in litigation as Amazon has filed multiple complaints, alleging that the president interfered with the deal and that they should have won on merit.

As with all things related to this contract, the drama has never stopped.

Jul
28
2020
--

SAP decision to spin out Qualtrics 20 months after spending $8B surprises industry watchers

When SAP announced it was spinning out Qualtrics on Sunday, a company it bought less than two years ago for an eye-popping $8 billion, it was enough to make your head spin. At the time, then CEO Bill McDermott saw it as a way to bridge the company’s core operational with customer data, while acquiring a cloud company that could help generate recurring revenue for the ERP giant, and maybe give it a dose of innovation along the way.

But Sunday night the company announced it was spinning out the acquisition, giving its $8 billion baby independence, and essentially handing the company back to founder Ryan Smith, who will become the largest individual shareholder when this all over.

It’s not every day you see founders pull in a windfall like $8 billion, get sucked into the belly of the large corporate beast and come out the other side just 20 months later with the cash, independence and CEO as the largest individual stockholder.

While SAP will own a majority of the stock, much like Dell owns a majority of VMware, the company will operate independently and have its own board. It can acquire other firms and make decisions separately from SAP.

We spoke to a few industry analysts to find out what they think about all this, and while the reasoning behind the move involves a lot of complex pieces, it could be as simple as the deal was done under the previous CEO, and the new one was ready to move on from it.

Bold step

It’s certainly unusual for a company like SAP to spend this kind of money, and then turn around so quickly and spin it off. In fact, Brent Leary, principal analyst at CRM Essentials, says that this was a move he didn’t see coming, and it could be related to that fat purchase price. “To me it could mean that SAP didn’t see the synergies of the acquisition panning out as they had envisioned and are looking to recoup some of their investment,” Leary told TechCrunch.

Holger Mueller, an analyst with Constellation Research agreed with Leary’s assessment, but doesn’t think that means the deal failed. “SAP doesn’t lose anything in regards to their […] data and experience vision, as they still retain [controlling interest in Qualtrics] . It also opens the opportunity for Qualtrics to partner with other ERP vendors [and broaden its overall market],” he said.

Jeanne Bliss, founder and president at CustomerBLISS, a company that helps clients deliver better customer experiences sees this as a positive step forward for Qualtrics. “This spin off enables Qualtrics to focus on its core business and prove its ability to provide essential technology executives are searching for to enable speed of decision making, innovation and customization,” she said.

Show me the money

Patrick Moorhead, founder and principal analyst at Moor Insight & Strategy sees the two companies moving towards a VMware/Dell model where SAP removes the direct link between them, which could then make them more attractive to a broader range of customers than perhaps they would have been as part of the SAP family. “The big play here is all financial. With tech stocks up so high, SAP isn’t seeing the value in its stock. I am expecting a VMware kind of alignment with a strategic collaboration agreement,” he said.

Ultimately though, he says the the move reflects a cultural failure on the part of SAP. It simply couldn’t find a way to co-exist with a younger, more nimble company like Qualtrics. “I believe SAP spinning out Qualtrics is a sign that its close connection to create symbiotic value has failed. The original charter was to bring it in to modernize SAP but apparently the “not invented here” attitudes kicked in and doomed integration,” Moorhead said.

That symbiotic connection would have involved McDermott’s vision of combining operational and customer data, but Leary also suggested that since the deal happened under previous the CEO, that perhaps new CEO Christian Klein wants to start with a clean slate and this simply wasn’t his deal.

Qualtrics for the win

In the end, Qualtrics got all that money, gets to IPO after all, and returns to being an independent company selling to a larger potential customer base. All of the analysts we spoke to agreed the news is a win for Qualtrics itself.

Leary says the motivation for the original deal was to give SAP a company that could sell beyond its existing customer base. “It seems like that was the impetus for the acquisition, and the fact that SAP is spinning it off as an IPO 20 months after acquiring Qualtrics gives me the impression that things didn’t come together as expected,” he said.

Mueller also sees nothing but postivies Qualtrics. “It’s a win […] for Qualtrics, which can now deliver what they wanted [from the start], and it’s a win for customers as Qualtrics can run as fast as they want,” he said.

Regardless, the company moves on, and the Qualtrics IPO moves forward, and it’s almost as though Qualtrics gets a do-over with $8 billion in its pocket for its trouble.

May
08
2020
--

Microsoft and AWS exchange poisoned pen blog posts in latest Pentagon JEDI contract spat

Microsoft and Amazon are at it again as the fight for the Defense Department JEDI contract continues. In a recent series of increasingly acerbic pronouncements, the two companies continue their ongoing spat over the $10 billion, decade-long JEDI contract spoils.

As you may recall (or not), last fall in a surprise move, the DoD selected Microsoft as the winning vendor in the JEDI winner-take-all cloud infrastructure sweepstakes. The presumed winner was always AWS, but when the answer finally came down, it was not them.

To make a very long story short, AWS took exception to the decision and went to court to fight it. Later it was granted a stay of JEDI activities between Microsoft and the DoD, which as you can imagine did not please Microsoft . Since then, the two companies have been battling in PR pronouncements and blog posts trying to get the upper hand in the war for public opinion.

That fight took a hard turn this week when the two companies really went at it in dueling blog posts after Amazon filed its latest protest.

First there was Microsoft with PR exec Frank Shaw taking exception to AWS’s machinations, claiming the company just wants a do-over:

This latest filing – filed with the DoD this time – is another example of Amazon trying to bog down JEDI in complaints, litigation and other delays designed to force a do-over to rescue its failed bid.

Amazon’s Drew Herdner countered in a blog post published this morning:

Recently, Microsoft has published multiple self-righteous and pontificating blog posts that amount to nothing more than misleading noise intended to distract those following the protest.

The bottom line is that Microsoft believes it won the contract fair and square with a more competitive bid, while Amazon believes it should have won on technical superiority, and that there was political interference from the president because he doesn’t like Amazon CEO Jeff Bezos, who also owns the Washington Post.

If you’ve been following this story from the beginning (as I have), you know it has taken a series of twists and turns. It’s had lawsuits, complaints, drama and intrigue. The president has inserted himself into it, too. There have been accusations of conflicts of interest. There have been investigations, lawsuits and more investigations.

Government procurement tends to be pretty bland, but from the start when the DoD chose to use the cutesy Star Wars-driven acronym for this project, it has been anything but. Now it’s come down to two of the world’s largest tech companies exchanging angry blog posts. Sooner or later this is going to end right?

Apr
21
2020
--

And then there was one: Co-CEO Jennifer Morgan to depart SAP

In a surprising move, SAP ended its co-CEO experiment yesterday when the company announced Jennifer Morgan will be exiting stage left on April 30th, leaving Christian Klein as the lone CEO.

The pair took over at the end of last year when Bill McDermott left the company to become CEO at ServiceNow, and it looked like SAP was following Oracle’s model of co-CEOs, which had Safra Catz and Mark Hurd sharing the job for several years before Hurd passed away last year.

SAP indicated that Morgan and the board came to a mutual decision, and that it felt that it would be better moving forward with a single person at the helm. The company made it sound like going with a single CEO was always in the plans, and they were just speeding up the time table, but it feels like it might have been a bit more of a board decision and a bit less Morgan, as these things tend to go.

“More than ever, the current environment requires companies to take swift, determined action which is best supported by a very clear leadership structure. Therefore, the decision to transfer from Co-CEO to sole CEO model was taken earlier than planned to ensure strong, unambiguous steering in times of an unprecedented crisis,” the company wrote in a statement announcing the change.

The move also means that the company is moving away from having a woman at the helm, something that’s unfortunately still rare in tech. Why the company decided to move on from the shared role isn’t clear, beyond using the current economic situation as cover. Neither is it clear why they chose to go with Klein over Morgan, but it seems awfully soon to be making a move like this when the two took over so recently.

Mar
31
2020
--

Xerox drops $34B HP takeover bid amid COVID-19 uncertainty

Xerox announced today that it would be dropping its hostile takeover bid of HP. The drama began last fall with a flurry of increasingly angry letters between the two companies, and confrontational actions from Xerox, including an attempt to take over the HP board that had rejected its takeover overtures.

All that came crashing to the ground today when Xerox officially announced it was backing down amid worldwide economic uncertainty related to the COVID-19 pandemic. The company also indicated it was dropping its bid to take over the board.

“The current global health crisis and resulting macroeconomic and market turmoil caused by COVID-19 have created an environment that is not conducive to Xerox continuing to pursue an acquisition of HP Inc. (NYSE: HPQ) (‘HP’). Accordingly, we are withdrawing our tender offer to acquire HP and will no longer seek to nominate our slate of highly qualified candidates to HP’s Board of Directors,” the company said in a statement.

As for HP, it said it was strong financially and would continue to drive shareholder value, regardless of the outcome:

We remain firmly committed to driving value for HP shareholders. HP is a strong company with market leading positions across Personal Systems, Print, and 3D Printing & Digital Manufacturing. We have a healthy cash position and balance sheet that enable us to navigate unanticipated challenges such as the global pandemic now before us, while preserving strategic optionality for the future.

The bid never made a lot of sense. Xerox is a much smaller company, with a market cap of around $4 billion compared with HP with a market cap of almost $25 billion. It was truly a case of the canary trying to eat the cat.

Yet Xerox continued to insist today, even while admitting defeat, that it would have been better to combine the two companies, something HP never felt was realistic. HP questioned the ability of Xerox to come up with such a large sum of money, and, if it did, would it be financially stable enough to pull off a deal like this.

Yet even as recently as last month, Xerox increased the bid from $22 to $24 per share in an effort to entice shareholders to bite. It had previously threatened to bypass the board and go directly to shareholders before attempting to replace the board altogether.

HP didn’t like the hostility inherent in the bid or any of the subsequent moves Xerox made to try to force a deal. Last month, HP offered its investors billions in give-backs in an effort to convince them to reject the Xerox bid. As it turned out, the drama simply fizzled out in the middle of a worldwide crisis.

Mar
23
2020
--

Activist investor Starboard Value taking three Box board seats as involvement deepens

When activist investors Starboard Value took a 7.5% stake in Box last September, there was reasonable speculation that it would begin to try and push an agenda, as activist investors tend to do. While the firm has been quiet to this point, today Box announced that Starboard was adding three members to the 9 member Box board.

At the same time, two long-time Box investors and allies, Rory O’Driscoll from Scale Venture Partners and Josh Stein from Threshold Ventures (formerly from DFJ), will be retiring from the board and not seeking re-election at the annual stockholder’s meeting in June.

O’Driscoll involvement with the company dates back a decade, and Stein has been with the company for 14 years and has been a big supporter from almost the beginning of the company.

For starters, Jack Lazar, whose credentials including being chief financial officer at GoPro and Atheros Communications, is joining the board immediately. A second new board member from a list to be agreed upon by Box and Starboard will also be joining immediately.

Finally, a third member will be selected by the newly constituted board in June, giving Starboard three friendly votes and the ability to push the Box agenda in a significant way.

While this was obviously influenced by Starboard’s activist approach, a person close to the situation stressed that it was a highly collaborative effort between the two organizations, and also indicated that there was general agreement that it was time to bring in new perspectives to the board. The end goal for all concerned is to raise the stock value, and do this against the current bleak economic backdrop.

At the time it announced it was taking a stake in Box, Starboard telegraphed that it could be doing something like this. Here’s what it had to say in its filing at the time:

“Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the [Starboard’s] investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares…”

Box CEO Aaron Levie appeared at TechCrunch Sessions: Enterprise, the week this news about Starboard broke, and he was careful in how he discussed a possible relationship with the firm. “Well, I think in their statement actually they really just identified that they think there’s upside in the stock. It’s still very early in the conversations and process, but again we’re super collaborative in these types of situations. We want to work with all of our investors, and I think that’ll be the same here,” Levie told us at the time.

Now the company has no choice but to work more collaboratively with Starboard as it takes a much more meaningful role on the company board. What impact this will have in the long run is hard to say, but surely significant changes are likely on the way.

Mar
13
2020
--

Pentagon asks court for time to reconsider JEDI award to Microsoft

The JEDI contract award process might never be done. Following legal challenges from Amazon after the Pentagon’s massive, $10 billion cloud contract was awarded to Microsoft in October, the Pentagon indicated in court documents last night that it wishes to reconsider the award.

It’s just the latest plot twist in an epic government procurement saga.

Here’s what we know. The Pentagon filing is based on Amazon’s complaints about the technical part of the deal only. Amazon has said that it believes political interference influenced the awarding of the contract. However, the cloud computing giant also believes it beat Microsoft on the technical merits in a majority of instances required in the request for proposals issued by the Pentagon.

In fact, sources told TechCrunch, “AWS’s protest identified evaluation errors, clear deficiencies and unmistakable bias in six of the eight evaluation factors.”

Obviously Amazon was happy to hear this news. “We are pleased that the DoD has acknowledged ‘substantial and legitimate’ issues that affected the JEDI award decision, and that corrective action is necessary,” a spokesperson stated.

“We look forward to complete, fair, and effective corrective action that fully insulates the re-evaluation from political influence and corrects the many issues affecting the initial flawed award.”

As would expect, Microsoft thinks that the DoD made the correct choice, and believes the review will bear that out. “Over two years, the DoD reviewed dozens of factors and sub factors and found Microsoft equal or superior to AWS on every factor. We remain confident that Microsoft’s proposal was technologically superior, continues to offer the best value, and is the right choice for the DoD,” Microsoft VP of communications Frank Shaw said.

The court granted the Pentagon 120 days to review the results again, but indicated it could take longer. In the meantime, the project is at a standstill.

On Friday, the court issued a ruling that Amazon was likely to succeed on its complaint on merit, and that could have been the impetus of this latest action by the Pentagon.

While the political influence piece might not be overtly part of this filing, it does lurk in the background. The president has made it clear that he doesn’t like Amazon founder and CEO Jeff Bezos, who also owns The Washington Post. As we wrote last year:

Amazon, for instance, could point to Jim Mattis’ book where he wrote that the president told the then Defense Secretary to “screw Bezos out of that $10 billion contract.” Mattis says he refused, saying he would go by the book, but it certainly leaves the door open to a conflict question.

As we previously reported, AWS CEO Andy Jassy stated at a press event at AWS re:Invent in December that the company believed there was political bias at play in the decision-making process.

“What I would say is that it’s fairly obvious that we feel pretty strongly that it was not adjudicated fairly,” he said. He added, “I think that we ended up with a situation where there was political interference. When you have a sitting president, who has shared openly his disdain for a company, and the leader of that company, it makes it really difficult for government agencies, including the DoD, to make objective decisions without fear of reprisal.”

The story has been updated with a comment from Microsoft. We have requested comment from DoD and will update the story should they respond.

Feb
25
2020
--

HP offers its investors billions in shareholder returns to avoid a Xerox tie-up

To ward off a hostile takeover bid by Xerox, which is a much smaller company, HP (not to be confused with Hewlett Packard Enterprise, a separate public company) is promising its investors billions and billions of dollars.

All investors have to do to get the goods is reject the Xerox deal.

In a letter to investors, HP called Xerox’s offer a “flawed value exchange” that would lead to an “irresponsible capital structure” that was being sold on “overstated synergies.” Here’s what HP is promising its owners if they do allow it to stay independent:

  • About $16 billion worth of “capital return” between its fiscal 2020 and fiscal 2022 (HP’s Q1 fiscal 2020 wrapped January 31, 2020, for reference). According to the company, the figure “represents approximately 50% of HP’s current market capitalization.” TechCrunch rates that as true, before the company’s share-price gains posted after this news became known.
  • That capital return would be made up of a few things, including boosting the company’s share repurchase program to $15 billion (up from $5 billion, previously). More specifically, HP intends to “repurchase of at least $8 billion of HP shares over 12 months” after its fiscal 2020 meeting. The company also intends to raise its “target long-term return of capital to 100% of free cash flow generation,” allowing for the share purchases and a rising dividend payout (“HP intends to maintain dividend per share growth at least in line with earnings.”)

If all that read like a foreign language, let’s untangle it a bit. What HP is telling investors is that it intends to use all of the cash it generates to reward their ownership of shares in its business. This will come in the form of buybacks (concentrating future earnings on fewer shares, raising the value of held equity) and dividends (rising payouts to owners as HP itself makes more money), powered in part by cost-cutting (boosting cash generation and profitability).

HP is saying, in effect: Please do not sell us to Xerox; if you do not, we will do all that we can to make you money. 

Shares of HP are up 6% as of the time of writing, raising the value of HP’s consumer-focused spinout to just under $34 billion. We’ll see what investors choose for the company. But now, how did we get here?

The road to today

You may ask yourself, how did we get here (to paraphrase Talking Heads). It all began last Fall when Xerox made it known that it wanted to merge with HP, offering in the range of $27 billion to buy the much larger company. As we wrote at the time:

What’s odd about this particular deal is that HP is the company with a much larger market cap of $29 billion, while Xerox is just a tad over $8 billion. The canary is eating the cat here.

HP never liked the idea of the hostile takeover attempt and the gloves quickly came off as the two companies wrangled publicly with one another, culminating with HP’s board unanimously rejecting Xerox’s offer. It called the financial underpinnings of the deal “highly conditional and uncertain.” HP also was unhappy with the aggressive nature of the offer, writing that Xerox was, “intent on forcing a potential combination on opportunistic terms and without providing adequate information.”

Just one day later, Xerox responded, saying it would take the bid directly to HP shareholders in an attempt to by-pass the board of directors, writing in yet another public letter, “We plan to engage directly with HP shareholders to solicit their support in urging the HP Board to do the right thing and pursue this compelling opportunity.”

In January, the shenanigans continued when Xerox announced it was putting forth a friendly slate of candidates for the HP board to replace the ones that had rejected the earlier Xerox offer. And more recently, in an attempt to convince shareholders to vote in favor of the deal, Xerox sweetened the deal to $34 billion or $24 a share.

Xerox wrote that it had on-going conversations with large HP shareholders, and this might have gotten HP’s attention— hence the most recent offer on its part to make an offer to shareholders that would be hard to refuse. The company’s next shareholder meeting is taking place in April when we will finally find out the final reckoning.

 

Powered by WordPress | Theme: Aeros 2.0 by TheBuckmaker.com