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SEC filing highlights the battle for Palm

by Dan Worth

17 May 2010

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HP was one of 16 companies vying for control of Palm

Palm has revealed more details of its acquisition by HP as part of a filing with the US Securities and Exchange Commission about the company's annual stock holder meeting.

The filing shows that Palm was "in contact" with 16 companies about a possible merger, but that only six became serious contenders. The names of the companies aside from HP remain withheld.

"Six companies, including HP, entered into non-disclosure agreements and participated in meetings with Palm and its advisors to review non-public information concerning Palm regarding a strategic transaction," Palm said.

The filing then shows a series of negotiations in April between Palm and its suitors. HP started its bidding at $4.75 (£3.28) per share, while one firm, known as Company C, offered $6 (£4.15) per share.

Company C also offered to acquire "certain patents and take a non-exclusive licence to Palm webOS in exchange for a one-time cash payment of $800m [£553m]" , but this was ultimately rejected.

The filing then shows that Palm chief executive Jon Rubinstein and the company's advisors "communicated to HP and its advisors that, to remain in the process, HP must improve its offer significantly and immediately". HP then increased its offer to $5.70 (£3.94) per share.

Company C, meanwhile, revised its offer to $5.50 (£3.80) per share on 22 April. Rubinstein told Company C on 25 April that it had received a more favourable offer, and Palm and HP entered into a one-day exclusivity agreement on 26 April to discuss HP's new proposals.

It was then "unanimously resolved that the merger agreement was in the best interests of the common stockholders of Palm", and the company "recommended that Palm's shareholders vote in favour of the approval of the merger agreement".

The details of this agreement were then announced on 28 April.

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