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HP’s Ray Lane tried to kill Autonomy deal, documents show

September 26, 2015, 11:11 AM 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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Former Hewlett-Packard chairman Ray Lane had profound doubts about HP’s $11 billion acquisition of Autonomy in 2011 and even looked for ways to scuttle the deal, according to a recently released internal email.

Plans for the deal were announced in August 2011 but in a message dated September 4, Lane wrote to HP’s then-chief executive Leo Apotheker:

I am still haunted by Autonomy itself. I don’t think it’s the panacea we think it is. I read the analysis you provided me of their organic growth and I still see them as a roll-up. I don’t think the board thought that (at least I don’t remember that discussion) this was largely a roll-up when we contemplated the price.”

Lane asked Apotheker to have HP’s advisors figure out if there “is any way to get out of the Autonomy deal” and also how much stock the company needed to buy back “to effect an accretion that would buy down the Autonomy purchase to $7B.”

Apotheker responded that he was “99% sure” the deal was irreversible and reiterated his position that Autonomy would bolster HP’s position in the software business. Apotheker’s stated goal was to get HP (HPQ) more entrenched in enterprise software, where margins are higher and service opportunities greater than in the more commodity-oriented hardware business.

Within weeks of that email exchange, HP fired Apotheker and the Autonomy deal ended up closing in October. It’ s important to note that HP’s Autonomy plan was controversial from the beginning, when news of it leaked. There was widespread criticism that HP overpaid. In November 2012 HP took an $8 billion write down related to the purchase and the legal unpleasantness began in earnest.

Meg Whitman, who succeeded Apotheker as CEO, alleged that Autonomy management had misrepresented its business and requested a fraud investigation in the U.K., where Autonomy was based. That inquiry ended but the U.S. Department of Justice and SEC are still investigating, according to HP. And, HP is still pursuing legal action against former Autonomy chief executive Mike Lynch and former chief financial officer Shushovan Hussain.

Members of the former Autonomy management team have responded, as they did again this week, that HP knew or should have known about all the things it alleges that Autonomy withheld.

“Our stance is that One: everything they complain about is not news, they knew about it and Two: to the extent that the acquisition failed, it was due to HP’s failure to execute,” Andrew Kanter, a former Autonomy chief operating officer, told Fortune on Friday. Indeed, HP’s track record on acquisitions is checkered. It’s massive $13.9 billion purchase of services firm EDS in 2008 also resulted in an $8 billion write-down.

Kanter also said HP’s claim that Autonomy improperly booked revenue on sales of product to value-added resellers—is a non-starter since that is standard practice in the U.K and Europe. In the U.S., product sales revenue is not typically logged till the reseller moves the product to the end-user customer.

An HP spokeswoman said there is no new news in these documents. Responding to a request for comment by email, she wrote:

“For more than two years prior to HP’s acquisition of Autonomy, Mike Lynch and Sushovan Hussain conducted a systematic and sustained scheme to make Autonomy look like a rapidly growing, pure software company whose performance was consistently in line with market expectations. It was a lie. The reality was that their company was experiencing little or no growth, was losing market share, and its true financial performance consistently fell far short of market expectations.”

HP had no knowledge of the executives’ “contrived sales” to value added resellers and other improper transactions and accounting practices which “artificially inflated” Autonomy’s reported revenues, she added.

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This story was updated at 12:12 p.m. EDT to reflect that there is the U.S. Department of Justice and Securities & Exchange Commission continue to look into the Autonomy matter.