Deutsche Bank unit defends vote for merger

NEW YORK: The asset management unit of Deutsche Bank AG on Tuesday denied

allegations that it was pushed into voting for Hewlett-Packard Co.'s proposed

$20 billion acquisition of Compaq Computer Corp.

"The decision was made by Deutsche Asset Management's proxy committee,

who exercised its independent judgment solely in the interest of its

clients," Deutsche Asset Management spokeswoman Missy DeAngelis said.

HP revealed on Monday that the US Attorney's office had subpoenaed it for

information related to votes by Deutsche Bank and another large shareholder,

Chicago bank Northern Trust Corp., which was not immediately available for

comment and has not revealed its vote in the merger.

HP management believes it won the March 19 shareholder vote by a slim margin.

But deal opponent Walter Hewlett has filed a civil lawsuit alleging that HP

effectively bought Deutsche's vote by leading the bank to believe future-banking

business from HP would suffer if it voted against the merger.

HP chief executive Carly Fiorina had left a voice message for chief financial

officer Bob Wayman two days before the March 19 vote, saying "we may have

to do something extraordinary for those two" companies, Deutsche and

Northern. She said she was concerned they would vote against the deal.

HP, which has confirmed the veracity of the Fiorina voicemail, originally

reported in the San Jose Mercury News, has consistently denied any wrongdoing in

the matter.

Deutsche Asset Management said it made its decision to back the merger

independently after hearing presentations from both HP management and from

Walter Hewitt, dissident board member and son of an HP founder, who spent months

urging shareholders to vote against the combination. Both sides are waiting on a

final vote count.

Until now, the asset management unit had declined to comment on its role in

the controversial HP merger vote. "Deutsche Bank is cooperating in the

civil litigation between Hewlett-Packard and Walter Hewlett," DeAngelis

said. HP said the US Attorney's office had subpoenaed it on April 10.

In addition, HP also said on Monday that the Securities and Exchange

Commission had contacted it informally, requesting documents and information

related to Deutsche Bank's vote. Walter Hewlett's civil lawsuit, filed on March

28, is due to go to trial on April 23 in a Delaware business court.