HP, Compaq detail fate of integration team

"If for any reason the merger does not gain regulatory or shareholder approval, each of our (integration) employees will go through a similar process which we use when we hire a new employee from a competitor," states Compaq's filing with the Security and Exchange Commission.

That interview process would determine what type of confidential information employees have acquired and whether there would be a conflict of interest if they return to their prior position.

"Depending upon the circumstances, an employee may return to the same job, the same job with different responsibilities or, in some cases, a completely different job where the confidential information is not relevant," Compaq's filing states.

HP also filed a document with the SEC Thursday that contains nearly identical language.

The multibillion-dollar merger is being opposed by the families of Hewlett-Packard's co-founders and their charitable organizations, which together own 18 percent of HP's shares. As a result, the merger is anything but a done deal--and that has raised speculation about the fate of employees working on the integration team.

There has been widespread speculation that members of the integration team would have to be let go if the deal failed because they would hold insider information about the other company.

In the SEC filing, Compaq Chief Financial Officer Jeff Clarke clarifies the issue to "address several questions that are consistently asked."

The integration team, which is staffed full-time by employees of both companies, has access to confidential and sensitive material relating to current and future plans of the two companies.

Although a number of team members have signed nondisclosure agreements that prohibit them from discussing or using the information at their respective companies, some employees at HP have speculated that the team members would have to leave the company should the merger be approved.

HP and Compaq created the integration team, or "clean room," as a way to get a head start once the merger closes. The companies expect to seek shareholder approval in late February, at the earliest. And should the merger be approved, the combined company hopes to release a product road map within 30 days after the merger's close, according to Compaq's SEC filing.

Although the companies are eager to operate smoothly as one entity on the day the merger closes, U.S. antitrust laws prohibit companies engaged in merger discussions from implementing merger-related business plans before a deal closes.

Mark Feldman, author of "Five Frogs on a Log: A CEO's Field Guide to Accelerating the Transition in Mergers, Acquisitions and Gut-Wrenching Change," noted that in any merger discussion a certain amount of confidential information is shared in order to reach a decision about whether to even consider a deal.

"I sincerely doubt anyone has ever lost their job from serving on a clean room," Feldman said.

In absence of a clean room, he noted most companies do not do a lot of integration planning until regulators have approved the merger because of concerns they may be perceived by regulators as having jumped the gun.

Regulators are concerned that proceeding with plans before the deal officially closes may limit competition, he said.