U.K.’s Serious Fraud Office ends investigation into HP’s Autonomy deal

January 19, 2015, 2:26 PM UTC


While Hewlett-Packard's deal to buy software company Autonomy was signed in 2011, it took until 2012 to reveal just how truly awful the deal was. In late November, HP announced that it was writing off $9 billion of the $11 billion it paid for the company. About half of that write-off was due to accounting irregularities at Autonomy that HP says it didn't know about before the deal. Others say they should have been obvious. A number of analysts have dubbed the deal worse than the AOL-Time Warner merger, which has long held the title as worst deal of all time. On behalf of my employer, Time Warner, I want to say, "Thank you, HP. Thank you."
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Britain’s Serious Fraud Office (SFO) said it had closed its investigation into the ill-fated sale of British IT firm Autonomy to Hewlett-Packard Co. (HPQ) in 2011, saying there wasn’t enough evidence for a realistic prospect of conviction.

The U.S. company referred the $11.1 billion deal to the British authorities after it announced an $8.8 billion write-down in November 2012, with more than $5 billion put down to accounting fraud.

The British company and its executives have denied any wrongdoing.

HP, which bought Autonomy to lead a shift into software, alleged “some former members of Autonomy’s management team used accounting improprieties, misrepresentations and disclosure failures” to inflate the company’s apparent worth.

Autonomy’s former chief executive Mike Lynch, an Irish-born math whiz who led the firm when it was sold, has blamed the fall in its valuation on HP’s mismanagement.

Fallout from the purchase included the departure of two Hewlett-Packard directors, and prompted Chairman Ray Lane to give up that post. It also included criminal and civil probes by authorities in the U.S. and U.K.

HP said it passed information from an unidentified whistleblower to the U.S. Department of Justice, the Securities and Exchanges Commission and the SFO.

“In respect of some aspects of the allegations, the SFO has concluded that, on the information available to it, there is insufficient evidence for a realistic prospect of conviction,” the British authority said Monday.

It said it had ceded jurisdiction over the case to U.S. authorities, whose investigation is ongoing.

Last year, HP reached a deal over litigation with shareholders over the botched acquisition, that involved shareholder attorneys agreeing to drop all claims against HP’s current and former executives, including Chief Executive Meg Whitman.

In return, HP said it would pursue claims against former Autonomy executives, including Lynch. A federal judge later rejected the proposed settlement.