At least according to this report, because it’s an all-cash deal, it doesn’t require shareholder approval. Says Bernstein Research analyst Toni Sacconaghi, who is quoted in the link: “While disastrous quarterly earnings from Autonomy in November could open the door for HP to claim a [material adverse change], we see the likelihood of successfully doing so – even under such as a scenario – as remote.”
This article explains some of the confusion that Autonomy founder CEO Mike Lynch is facing. I’m not sure how to feel for Lynch in this scenario. If he owns 8% of the business as reported, he’s getting something like $800 in cash in the buyout, but Meg Whitman running Autonomy – I’m not sure that’s what he had in mind. Ousted CEO Leo Apotheker was a software guy at least, and clearly had some serious investment in making the Autonomy acquisition work. Whitman’s only software credentials appear to me a mostly disastrous acquisition of Skype while at eBay.
