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发信人: Bob (Dinosaur), 信区: CompExpress
标  题: Compaq斥资96亿美元收购DEC(公司新闻发布稿, 英文)
发信站: BBS 水木清华站 (Tue Jan 27 05:02:36 1998)

                                   Updated: 26 January 1998

         Compaq to Acquire Digital for $9.6 Billion

  Creates the Second Largest Computing Company in the World

    ...Largest acquisition in the history of the computer
industry will deliver global services and support, best of
   breed partnerships, and unique leadership products for
                   enterprise customers...

NEW YORK, January 26, 1998 - Compaq Computer Corporation
(NYSE: CPQ) and Digital Equipment Corporation (NYSE: DEC)
today announced the completion of a definitive merger
agreement. As Compaq continues its drive to become the
global leader in enterprise computing solutions, this latest
acquisition greatly accelerates its momentum and strengthens
its value proposition to customers.

"We put tremendous value on the customer relationships
Digital has cultivated over the past 40 years. We are
committed to supporting these key customer relationships by
investing in Digital's strategic assets, particularly its
worldwide service organization, as well as its 64-bit
leadership with Alpha microprocessors, OpenVMS, Digital UNIX
and Windows NT enterprise systems, open storage and software
products," said Eckhard Pfeiffer, president and CEO, Compaq.

"Digital's focused enterprise strategy coupled with
demonstrable improvements in operational performance make
this a timely choice for us," Pfeiffer said. In Digital's
recently reported second quarter, profits doubled and the
company experienced tremendous growth in its target markets.

The transaction will be the largest acquisition in the
history of the computer industry, valued at $9.6 billion
based on the January 23, 1998 closing price of Compaq common
stock. Under the terms of the transaction, shareholders of
Digital will receive $30 in cash and approximately 0.945
shares of Compaq common stock for each share of Digital
stock. Compaq will issue approximately 150 million shares of
Compaq common stock and $4.8 billion of cash. Under the
terms of the agreement, Digital will become a wholly owned
subsidiary of Compaq.

"The combined companies will provide significant economic
value growth for our shareholders," said Earl Mason, chief
financial officer of Compaq. "In addition, the combination
will be accretive within a year, meeting all of Compaq's
economic tests."

"This merger gives Digital tremendous reach and credibility
in the marketplace," said Digital Chairman Robert B. Palmer.
"It gives us the scale and resources to make continued
investments in our key technologies and services. Customers
will benefit from the very complementary strengths of both
companies. For example, together we will offer customers the
greatest concentration of enterprise Windows NT products and
lifecycle services available in the market today."

Pfeiffer said the combination achieves Compaq's stated goal
of becoming one of the top three global IT companies. More
importantly, it creates a new breed of enterprise leader;
one committed to delivering high customer value through
standards-based, partner-leveraged computing that features
world class lifecycle services and support, market-segment
focused solutions, particularly communications,
manufacturing and finance, and enterprise technology
excellence.

The combined company will create the largest channel network
in the world delivering over 80 percent of its products and
solutions to customers. Compaq's field resources will
continue to complement the strong reseller channel, focusing
on building enduring customer relationships worldwide. These
resources include individuals dedicated to pre-sales and
sales account management, professional and consulting
services and global service and support.

The acquisition of Tandem Computers in 1997 extended the
company's addressable market with high-end, mission-critical
solutions and doubled the sales and service field resources.
In 1998, the Compaq/Digital/Tandem combination further
strengthens the focus on creating competitive advantage for
enterprise customers by delivering the widest range of
technology based solutions from hand-helds, notebooks,
desktop computers, workstations, servers; high-end servers
based on the 64-bit Alpha architecture and highly available
and scaleable NonStop systems.

Subject to the approval of Digital's shareholders as well as
clearance under antitrust laws and other customary closing
conditions, the transaction is expected to be completed in
the second quarter of 1998.

Company Backgrounds

Compaq Computer Corporation, a Fortune 100 company, is the
fifth largest computer company in the world and the largest
global supplier of personal computers, delivering useful
innovation through products that connect people with people
and people with information. The company is an industry
leader in environmentally friendly programs and business
practices. Compaq is strategically organized to meet the
current and future needs of its customers, offering Internet
and enterprise computing solutions, networking products,
commercial PC products and consumer PCs. As the leader in
distributed enterprise solutions, Compaq has shipped over a
million servers. In 1997, the company reported worldwide
sales of $24.6 billion. Compaq products are sold and
supported in more than 100 countries through a network of
authorized Compaq marketing partners. Customer support and
information about Compaq and its products can be found at
http://www.Compaq.com or by calling 1-800-OK-COMPAQ. Product
information and reseller locations can be obtained by
calling 1-800-345-1518.

Digital Equipment Corporation, recognized for product and
service excellence, is a leading supplier of
high-performance, Web-based computing solutions, which help
enterprises compete in the global marketplace. Digital gives
its customers a winning Internet advantage through a
comprehensive portfolio of Internet solutions based on
award-winning systems, advanced networking infrastructure,
innovative software, and industry applications - including
those from its business partners. The expertise and
experience of Digital employees help customers plan, design,
implement, manage and support Internet solutions in
countries throughout the world. For the latest company
information, visit Digital on the World Wide Web at
http://www.Digital.com and/or http://www.newsdesk.com

This release contains forward-looking statements based on
current expectations that involve a number of risks and
uncertainties. The potential risks and uncertainties that
could cause actual results to differ materially included the
operational integration associated with mergers and
acquisitions; market responses to pricing actions and
promotional programs; the implementation of operations and
systems improvements; timely development, production, and
acceptance of the products; continued competitive factors
and pricing pressures; changes in product mix; and inventory
risks due to shifts in market demand. Further information on
the factors that could affect the companies' financial
results are included in each company's SEC filings,
including the Compaq Form 10-Q for the quarter ended Sept.
30, 1997, and the Form 10-K for the year ended Dec. 31,
1997, to be filed shortly, and the Digital Form 10-Q for the
quarter ended Dec. 27, 1997, and the Form 10-K for the year
ended June 30, 1997.

(From http://www.digital.com/, http://www.compaq.com/)

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