SiliconBeat

Would Oracle CEO Larry Ellison seriously contemplate a hostile takeover of Hewlett-Packard?

Oracle and HP escalated their feud in the courts of law and public opinion this week, after a judge made several rulings in a dispute between the two tech giants over Oracle’s decision to stop making new software for HP’s high-end servers that use Intel’s Itanium chips.

HP fired first on Monday, trumpeting the fact that a Santa Clara County judge had thrown out Oracle’s claim that HP somehow committed “fraud” when it was negotiating a settlement with former HP CEO Mark Hurd, after HP sued Hurd for going to work for Oracle.

Oracle had argued that HP obtained the settlement agreement under false pretenses because HP had not revealed that it planned to hire two of Oracle’s arch-enemies, former SAP chief Leo Apotheker and former Oracle president Ray Lane, as HP’s CEO and board chairman, respectively.

Judge James Kleinberg agreed with HP that this did not constitute fraud. He also denied Oracle’s motion to keep sealed an HP document that contains some examples of Oracle’s hardball efforts to go after HP’s customers by portraying Itanium as a product line that’s nearing its end of life.

Oracle fired back by noting that the judge also agreed with Oracle’s motion to unseal its cross-complaint against HP, which offers up some details of what Oracle contends was an HP effort to hide Intel’s intentions regarding Itanium’s future.

As an example, Oracle maintains that HP negotiated a secret agreement in 2008 to pay Intel a whopping $440 million to keep making Itanium for another three generations of chips, and an additional $250 million under a later agreement, in order to make customers think that HP’s servers had a long-term viable future. HP has not confirmed the numbers but says in court papers that it’s no secret that it agreed to contribute to the chip’s development costs.

And then there’s another point that neither company mentioned in its press releases. In his order, Judge Kleinberg also denied HP’s motion to keep secret some details of the confidential agreement that HP negotiated with Hurd after he went to work for Oracle.

That agreement contained an 18-month “standstill” provision, during which Oracle agreed not to launch a hostile takeover bid for HP, according to the judge. Kleinberg said HP apparently feared that Hurd’s intimate knowledge of HP’s business would give Oracle an unfair advantage should it attempt such a bid.

HP may have sought the standstill agreement out of an abundance of caution; a spokesman declined comment. Oracle spokeswoman Deborah Hellinger said: “We viewed HP’s insistence on a standstill as hilarious, so we gave it to them.”

The case continues in Santa Clara County Superior Court.

Brandon Bailey writes about enterprise IT and other tech subjects. Contact him at bbailey@mercurynews.com or 408-920-5022.

Cisco launched a new media advertising campaign this week, and this one doesn’t feature the quirky, indie actress Ellen Page.

Instead, the networking giant is using stories about some of its customers, in business and industry, and how they’re using Cisco technology to boost their operations.

That’s in keeping with Cisco’s s new focus, after CEO John Chambers took the company through a much-publicized reorganization last year. He pulled the plug on some ill-fated forays into consumer tech, including Cisco’s attempts to sell handheld Flip cameras and a home video-conferencing system that Page had demonstrated in some jokey television spots last year.

After acknowledging that Cisco had spread itself too thin with those efforts, among other things, Chambers is now vowing to stay focused on a shorter list of commercial tech priorities - where his company is competing with the likes of IBM, HP and Oracle.

The new ads don’t specifically mention Cisco’s internal overhaul, but the campaign “is a reflection of what we’re doing from a corporate strategy perspective,” Cisco Chief Marketing Officer Blair Christie told me last week. She added, “We’re a B to B company.”

The ads still use the “human network” catch-phrase that Cisco first began promoting in 2006. The company won’t say how much the campaign will cost, but Christie said the effort will extend to US and overseas markets and will include a sizeable online component - including “homepage takeovers” on several news sites and a LinkedIn blast to 140,000 C-level executives at companies with which Cisco hopes to do business.

The ads will appear in places where business leaders are likely to be tuning in, which means a heavy roster of televised sports events and finance-oriented sites like CNBC or the Wall Street Journal.

Last last year, in my annual prediction column, I included one far-out, wacky suggestion: Cisco Systems would buy Dell.

Though admittedly a long shot, my rationale was that Hewlett-Packard was moving into networking with its purchase of 3Com. That made it a direct competitor with Cisco. Both companies want to fight for big corporate customers, but HP has an advantage by simply being bigger. Though PCs are a dicey business, the best way for Cisco to level the playing field would be to buy Dell.

I’ve put that out of mind until the last few weeks when a series of events got me thinking that it could make sense. And now there’s a twist: Could Oracle be interested in Dell? I posted a short thought about this on Facebook yesterday after Oracle officially announced it was hiring Mark Hurd, the ousted CEO of HP. They now have a co-president with extensive experience running the largest PC maker in the world. Imagine what Hurd could do with Dell? And what delicious revenge it might be for him to take on HP in the PC business?

A year ago, I would have never thought about Oracle buying a PC company. But now that they’ve done the unthinkable and plunged headlong into hardware by buying Sun Microsystems, how much crazier would it be to see them buy Dell? In fact, yesterday, Quentin Hardy of Forbes also mused about the possibility of Oracle buying Dell:

“The last big Oracle buy was Sun Microsystems. At the time, people liked the software Oracle got from that deal, but wondered what to do with the hardware. Sure, it could sell high-performing Sun servers loaded with Oracle database and application software, but at what acquisition cost?

That deal makes more sense if Oracle adds to its hardware offerings with a comprehensive desktop and laptop offering. Dell has that, along with servers, storage, and a little network switching. More important, it has extensive corporate relations in selling to different parts of a corporate base than Oracle now touches.”

The company in the middle now is Dell. Following their loss in the 3PAR bidding, they are a wounded duck. They have a market cap of $24.4 billion, and annual revenue that fell last year to $52.9 billion.

By comparison:

• Cisco has a market cap of $117.4 billion and annual revenue of $36.1 billion.
• HP has  a market cap of $82.9 billion and annual revenue of $114.b5 billion in 2009.
• Oracle has a market cap of $120.4 billion and annual revenue of $26.8 billion.
• Microsoft has a market cap of $206.23 billion and annual revenue of $62.5 billion.
• IBM has a market cap of $158.5 billion and annual revenue of $95.8 billion.

I mention Microsoft only because of something Oracle founder Larry Ellison said a few years ago when he predicted the IT industry would consolidate. Ellison said there would be a handful of giants left at the end of the day, including Microsoft, HP, IBM, and a couple others. (I don’t remember the exact list, but I think there were five).

In any case, he wanted to make sure Oracle was one of the few giants left. And so he said Oracle needed to acquire large numbers of companies to boost its revenues and size to keep pace with companies like Microsoft. Being bigger would allow the company to spread costs such as R&D over a wider base, Ellison said.

That rationale remains as true today as it was then. Dell, first and foremost, needs to get much larger to remain competitive with HP. The fastest way to get there is acquisitions. But we’ve seen that Dell doesn’t have the resources to go toe-to-toe with HP. In fact, HP could simply starve Dell by outbidding them time and time again.

No, the best option for Dell at this point is to be acquired. But by which company?

HP probably couldn’t buy Dell without getting hung up on anti-trust issues. But if Cisco bought Dell, you would have a company with close to $90 billion in annual revenue, a number that significantly closes the gap with HP. And if Oracle bought Dell, you’d have a company with more than $60 billion in annual revenue, still only about half HP’s revenue, but closer.

Over at Silicon Valley Watcher, Tom Foremski wondered whether Oracle might buy HP:

“Yes, it is a big pill to swallow however, it would enable Larry Ellison, CEO and co-founder of Oracle to perform an end run in the massive global IT market and also leave a substantial legacy on his upcoming retirement.

If there is one thing we know about Larry Ellison is that he is motivated by big goals. Is this one too large for him?”

While I see Tom’s logic, I still find this scenario to be unlikely. Oracle has a lot of money, but it would probably need to make a hostile, all-cash bid for HP, which would be way too expensive. It would have to borrow massive amounts and take on big debt. Oracle’s stock wouldn’t be that attractive to HP shareholders, given that until the last couple months, Oracle and HP stock prices have tracked pretty close together:

However this plays out, expect lots of drama over the next few months. There’s no love lost between these companies. And with the economy stagnant, big players have clearly decided that acquisitions are the way to grow.

Who is the happiest man in Silicon Valley today? It has to be David Scott, chief executive of 3PAR. If he’s not the happiest, then he’s at least the guy who has made the most money in the past month thanks to the over-the-top bidding war for his previously obscure company.

According to a proxy filing in July 2010, Scott owned 2,923,468 shares in 3PAR, or about 4.6 percent of the company’s stock. On Aug. 13, those shares closed at $9.65 per share, making them worth $28,211,466.20.

Cue the bidding war. Dell threw in the towel on Thursday after Hewlett Packard offered to pay $33 per share. That makes Scott’s shares worth $96,474,444. That’s a nice 350 percent return in about three weeks.

The other big winners:

• Mayfield Fund holds 2,992,752 shares, about 4.8 percent, worth $98,760,816.
• Menlo Ventures holds 9,371,361 shares, about 15 percent, worth $30,925,4913.
• Worldview Technology Partners holds 8,382,058 shares, about 13.4 percent, worth $276,607,914.
• FMR LLC holds 7,643,890 shares, about 12.2 percent, worth $252,248,370.

Joe Nocera is one of the business columnists I respect most. So it’s rare that I find myself in strong disagreement with his take on an issue. But his blistering column about why he thinks Hewlett-Packard really got rid of CEO Mark Hurd is one of those instances. And since things in the New York Times have  way of becoming conventional wisdom, I think it’s worth explaining why his theory is almost totally improbable.

To be clear, I’m not defending the HP board or Hurd. As Nocera writes:

“In fact, the directors should be called out for acting like the cowards they are. Mr. Hurd’s supposed peccadilloes were a smoke screen for the real reason they got rid of an executive they didn’t trust and employees didn’t like.

The stand-up thing would have been to fire Mr. Hurd on the altogether legitimate grounds that the directors didn’t have faith in his leadership.”

I agree with that statement as written. And yet, I don’t agree with its larger implication. Yes, HP’s board is looking more and more like craven weasels every day. And they’re digging their own hole by not coming out with a plausible explanation for why Hurd was really ousted. I agree with Nocera completely on that point.

(As an aside, it seems the board is waging it’s own battle of counter spin by leaking at least one version of what happened to the Wall Street Journal this weeked. I’ll come back to this story at the end.)

While we don’t know exactly what Hurd did, it’s clear he did something. He had some kind of relationship with Jodie Fisher that went beyond professional but stopped short of sex. And whatever it is, he clearly shouldn’t have done it. He put himself in this pickle and has only himself to blame for that. And like the board, Hurd is also not explaining himself to the world, though most likely his separation agreements contains a non-disparagement clause of some kind. While telling the truth and stating the facts ought not to be considered disparaging to anyone, even if it makes them look bad, no doubt HP lawyers would use anything as grounds to recoup the $40 million or so that the board is paying Hurd to go away.

So where does Nocera go wrong? It’s with his conjecture on what the board’s real motivation was. In a nutshell, Nocera is arguing that the board secretly has disliked Hurd for years, in part due to his power play during the HP spying scandal. In the recent book, “The Big Lie: Spying, Scandal and Ethical Collapse at Hewlett-Packard,” former BusinessWeek writer Anthony Bianco claims Hurd was really the main actor, but managed to pin the blame on board chair Patricia Dunn.

Nocera then goes on to note that employees detested Hurd, citing an internal survey in which two-thirds of HP employees said they would bolt the company for another if they could find a similar job. Nocera writes:

“Then there were the company’s employees. The consensus in Silicon Valley is that Mr. Hurd was despised at H.P., not just by the rank and file, but even by H.P.’s top executives.”

So here’s the leap Nocera wants us to make: After several years of massive layoffs, savaging the HP way, and not being a nice guy, the board was looking for an excuse to ditch him. In essence, Nocera wants us to believe that all of the sudden, the board of HP developed a conscience.

When you look at it like that, you realize this theory is nonsense. First, let’s remember this is, in fact, just Nocera’s theory. Like all of us on this story, he’s on the outside looking. He doesn’t point to a source or an internal memo or anything that bolsters this theory. He mainly relies on conversations with ex-HP workers, who not surprisingly despise Hurd.

Next, the Mercury News has reported that Hurd and the HP board were in negotiations for a new contract until the sexual harassment allegation hit. That would seem unlikely if they really wanted to force him out somehow.

But the part of this that I have the hardest time swallowing is that all of a sudden HP’s board suddenly started caring about what employees thought of Hurd. After all, in its various configurations over the past decade, the HP board has signed off on the mass firings of more than 94,000 employees. This was part of a deliberate strategy to reinvent the company that was launched by ex-CEO Carly Fiorina and perfected by by Hurd. Here’s what I wrote on this subject back in June, when Hurd announced another 9,000 layoffs:

“It’s a ruthless, brutally effective strategy launched under former CEO Carly Fiorina and practiced with precision by current CEO Mark Hurd. Without question, the strategy has transformed HP from being the sickly also-ran at the end of the last century to its present position of dominant front-runner.”

The other side of this strategy is the $45 billion that HP has spent on acquisitions under both Fiorina and Hurd. The most recent of the deals was the acquisition of Palm, but HP is still digesting numerous others, including 3Com and the much larger EDS. To one degree or another, these deals were orchestrated by Hurd as part of a relentless march that increased the overall number of employees at HP from 88,000 (pre-Compaq merger) to more than 300,000 (current employment after layoffs).

Many of these most recent acquisitions remain very much works in process. There are complex integration and strategic issues to be worked out. Hurd, though rightfully dinged for being less than a visionary leader, still obviously had some strategic and operational plan in mind for all of this. And no doubt he communicated that to other executives. But he had developed a strong track record for pulling all of these things off. His successor will have to not just lead HP forward, but sort out this massive integration puzzle. HP’s board would be seriously crazy to jettison the architect of all this in midstream without a darn good reason.

Even worse, the HP board got rid of Hurd at one of the most dynamic and challenging times in the industry’s history. As a result of all the mergers and acquisitions by HP and others in recent years, the competitive landscape has completely shifted. HP now finds itself in direct competition with Oracle (thanks to the Sun Microsystems deal) and Cisco Systems (now that HP has gotten into networking via its 3Com acquisition) while at the same time the company is taking on IBM even more directly in the services market (thanks to the EDS deal).

That’s a lot for any new CEO to walk into. Plus, let’s not forget the company now probably needs to hire a new board chair and president. After this, it would smell bad if they don’t break all of those jobs up. When the board says all is well, carry on, well, I can’t believe they’re really that delusional.

For all these reasons, though, I think Nocera’s theory is just plain wrong. I admire him taking a strong stand and delivering a strong critique on the board’s handling this. But his reason for doing so is off base. When Nocera refers to “the real reason they got rid of an executive they didn’t trust and employees didn’t like,” the truth is that we still don’t know what that reason is.

Finally, a word about the Journal story today. The story relies on a source who claims the board was angry about Hurd’s settlement with Fisher, which supposedly short-circuited their own investigation and caught them off guard. I have a hard time buying that the board didn’t know Hurd was talking to the woman about settling, but I suppose it’s possible. But for me, the story boils down to this sentence:

“The account of thinking at the board—which has faced criticism to the effect that it rushed to judgment and that the ouster wasn’t warranted—contrasts with an account given by someone familiar with Mr. Hurd’s thinking.”

In other words, it’s “He said, She said.” And it still feels like we’re not closer to knowing the real story here.

HP gadget guru Phil McKinney is among those who believe everyone will eventually own at least two or three computing devices, choosing according to individual needs from among PCs, smartphones and everything in between. Right now, though, it’s that sweet spot in between that companies like Hewlett-Packard are racing to fill, with new products that try to strike the balance between mobility and user experience.

That’s where HP’s recent acquisition of Palm and its webOS software comes in. McKinney, the chief technology officer for HP’s personal systems group, was careful not to reveal plans for specific products during a talk at the MobileBeat 2010 conference Monday. (And he managed to get through a 30-minute presentation without once mentioning Apple or its iPad by name.) But he reiterated that HP plans to use webOS for what most people are calling tablets — HP calls them “slate” devices — as well as for phones and printers.

While giving no sign that HP would dump Microsoft as the operating system provider for most of its PC business, McKinney’s comments were probably no comfort to Microsoft’s mobile software folks. “We see Windows having its segments of the market,” McKinney said. But when it comes to mobile devices, he added, rather than relying on third-party software, HP believes that success lies with providing its own “end-to-end experience.”

McKinney also repeated his recruiting pitch for independent app developers, who are crucial to HP’s plans for building popular adoption of webOS. Echoing comments he made in a video recently posted on Palm’s website, McKinney suggested developers should consider building apps for webOS because HP has the scale and resources to sell “tens or hundreds of millions” of webOS devices, to both businesses and consumers around the world.

Call me an securities filings nerd, but one of my favorite things about any merger of public companies is when they file the “background of the merger” proxy. Today, Palm filed its latest proxy giving us the details of events that led to the merger with Hewlett-Packard. I’m still digesting the timeline, but in a nutshell, Palm realized that in February, after the poor launch with Verizon Wireless in January, the roof was caving in: Read the rest of this entry »

Now that I’ve had time to digest the news of Hewlett-Packard’s $1.2 billion acquistion of Palm, I’ve been thinking more about the man who sits at the heart of this deal:

Jon Rubinstein.

He’s hardly a household name in Silicon Valley. But in many ways, he’s got more on the line here than anyone else in the deal on a personal level. Yet for the most part, he’s been oddly silent since the deal was announced, except for a short interview with All Things D’s Kara Swisher.

But it’s worth remembering that the entire plan to reinvent palm revolved around Rubinstein. In my column over the weekend, I gave Palm credit for taking the risky path of trying to reboot itself. As I was researching that column, I was reminded of something that I had forgotten: The deal to get Elevation Partners to invest $325 million in Palm was all contingent on Rubinstein joining Palm.

No Rubinstein, no deal. That’ pretty extraordinary. I can’t think of another deal in Silicon Valley that was so dependent on the participation of a single individual. And it shows just how deeply the folks at Elevation believed in Rubinstein, who while at Apple was credited with developing the iPod before leaving in 2006.

So how did their $325 million man do? And did his stock go up or down after three years at Palm?

Read the rest of this entry »

UPDATE: I just got a call from someone close to Elevation Partners who walked me through the numbers. Bottom line: Elevation expects to receive $485 million from the HP deal for the $460 million it invested.

Why? The original $325 million that Elevation invested was guaranteed in the event of an exit. In other words, out of the $1.2 billion that HP is paying, Elevation get made whole for that $325 million. Through in the other warrants and other convertible stock, and Elevations winds up with $485 million.

Worth noting: That also means that common shareholders will be getting much less than the $5.70 per share being touted in press releases.

The common shareholders still get $5.70 per share, a figure calculated after Elevation’s payout is backed out.

See this post from the Wall Street Journal and this one from Barron’s for more details on how the preferred shares are structured.

MY ORIGINAL POST:

At first glance, it’s hard to say for sure whether Elevation Partners will take a hit or just about break even on its Palm investment. On Wednesday, Hewlett-Packard said it was buying Palm for $1.2 billion, or $5.70 per share.

Elevation is Silicon Valley’s big buy-out firm whose investors include Bono of U2 fame and noted venture capitalist Roger McNamee. For a good overview of Elevation, check out this TechCrunch post from a few weeks ago. Palm was one of its biggest bets.

Here’s my math on the deal: Read the rest of this entry »

The news (or at least the leaks and rumors) surrounding Palm seem to be only getting worse. Today, reports have emerged that Asian wireless companies HTC and Huawei declined to bid on Palm. The speculation now is that Chinese PC maker Lenovo is the front runner.

At the same time, Palm CEO Jon Rubinstein insisted the company could remain independent. In an interview with the Financial Times, Rubinstein suggested Palm might license its WebOS, the mobile operating system that runs the Palm Pre and Pixi, to other companies. But how much would you pay to license an OS from a company that seems caught in a death spiral?

No, it seems a sale of some sort is more likely. When you start blaming your partners for your troubles, as Rubinstein did in the FT piece, things aren’t likely to improve any time soon. Palm has Goldman Sachs and Frank Quattrone’s Qatalyst Partners on the case to find a buyer. And I have to believe there has to be a price at which Palm would be valuable to someone.

After all, Palm has a solid mobile operating system, although it’s struggled to attract developers to match the applications ecosystems of Apple’s iPhone and Google’s Android platform. But I’m guessing in part that developers are reluctant to jump in with two feet and create things for a company with such an uncertain future. A sale to someone with deep pockets could turn that around.

Here are my thoughts about who is left in the running, or should be:

Read the rest of this entry »