Frequently asked questions about HP’s definite agreement to acquire Mercury Interactive Corp

In July 2006, HP and Mercury Interactive Corporation ("Mercury") entered into an agreement pursuant to which an HP subsidiary would seek to purchase all the outstanding shares of Mercury by way of a tender offer. On November 2, 2006, HP completed the tender offer. Pursuant to the terms of the tender offer, Mercury stockholders who tendered their shares prior to the expiration of the offer received, in exchange for their Mercury shares, $52.00 per share in cash, without interest, less required withholding taxes.

As a result of the tender offer, the HP subsidiary acquired approximately 95.3% of the outstanding shares of Mercury. On November 6, 2006, HP acquired the remaining 4.7% of Mercury through the merger of the HP subsidiary with Mercury. As a result of the merger, Mercury is now a wholly-owned subsidiary of HP. In addition, in connection with the Merger, each share of Mercury common stock was converted into the right to receive $52.00 per share in cash, without interest, less required withholding taxes.

The following information is intended to address some common questions that stockholders of Mercury who did not tender their shares in connection with the tender offer may have regarding their Mercury shares. Please be advised that the information provided below is not intended to constitute legal or tax advice. You may want to contact your financial, legal or tax advisors regarding these matters.

Click below to view answers to the following frequently asked questions:

General Questions

1. Is it too late to tender my shares into the tender offer?

Yes. The tender offer was completed on November 2, 2006.

This game-changing move builds on a string of acquisitions and would be HP's largest software acquisition by revenue. The Mercury acquisition is expected to increase the size of the HP Software business to more than $2 billion in annual revenue, making HP one of the largest software companies in the world.

2. If I did not tender my Mercury shares into the tender offer, do I still own Mercury shares?

In connection with the merger, your shares were converted into the right to receive $52.00 per share in cash, without interest, less required withholding taxes.

3. What do I need to do in order to receive the cash payment?

Computershare Trust Company is the Paying Agent for the acquisition. The method of submitting your Mercury shares depends on the manner in which you hold your shares.

Holders of Mercury stock certificate(s) (including lost certificates):, If you hold one or more physical Mercury stock certificate(s), you will receive an Exchange Form from the Paying Agent. References to Exchange Form or Letter of Transmittal are to the same form to be received from the Paying Agent. In order to receive the cash payment in exchange for your physical Mercury stock certificate(s), please:

  • Complete an Exchange Form and sign where indicated;
  • Complete the Substitute from W-9 or Form W-8BEN attached to the Exchange Form, whichever is applicable to you (see question 6 below);
  • Enclose all of your Mercury stock certificate(s); and
  • Enclose the Exchange Form, Substitute Form W-9 or Form W-8BEN (as applicable) and stock certificate(s) in the envelope provided and send the package to Computershare Trust Company of New York, at the address listed on the Exchange Form.

Please pay particular attention to the detailed instruction regarding delivery of the certificate(s) in the Exchange Form and in the questions and answers below. After receipt of the properly completed materials, the Paying Agent will send you the cash payment.

If you held a physical Mercury stock certificate(s) but it has been lost, stolen or destroyed, please see question 9 below.

Holders through banks or brokers ("street name") : If you hold shares through a bank or broker, your bank or broker will handle the submission of your shares to the Paying Agent. You do not need to take any action.

4. I have not received an Exchange Form or I need a new Exchange Form. Whom should I contact?

Exchange Forms will be sent by the Paying Agent, approximately 10 days following the completion of the merger, to the addresses shown on the records of Mercury to each shareholder who holds a physical certificate. If you believe Mercury does not have your current address, have not received an Exchange Form or need an additional Exchange Form, please contact the Paying Agent, Computershare Trust Company, at 800-245-7630 (outside the United States and Canada 1-312-588-4991) to request a new Exchange Form. Please note that if you hold shares only through a bank or broker you will NOT receive an Exchange Form and do not need to complete an Exchange Form.

Questions About Tax Reporting

5. What taxpayer identification number should I give the Paying Agent?

If you complete an Exchange Form, you are required to give the Paying Agent your social security number or identification number in connection with the exchange of your Mercury shares. Please consult thte instructions for the Substitute Form W-9 and Form W-8BEN included with the Exchange Form for further details.

6. Should I complete the Substitute Form W-9 or Form W-8BEN?

Generally, if you are a United States citizen or a United States resident alien you should complete the Substitute Form W-9. If you are not a United States citizen or a United States alien, you should complete Form W-8BEN. Detailed instructions on both forms, and the proper form to complete, is included in the Exchange Form.

Additional Questions for Holders of Physical Mercury Stock Certificate(s)

7. Do I have to surrender my physical Mercury stock certificate(s) to receive the cash payment?

Yes. The merger has been completed and you must surrender your physical Mercury stock certificate(s) in order to receive your cash payment.

8. Can I bring or send my Mercury stock certificate(s) into the offices of HP for payment?

No. Computershare Trust Company is the Paying Agent for the acquisition, and you will need to deliver your physical Mercury stock certificate(s) to them. The stock certificates cannot be submitted at any other location.

9. If any of my physical Mercury stock certificate(s) have been lost, stolen or destroyed, what should I do?

If your physical Mercury stock certificate(s) have been lost, stolen, misplaced or destroyed, you should complete the Box A - Lost Certificates section of the Exchange Form.

10. How should I surrender my physical Mercury stock certificate(s) for the cash payment?

You may mail your physical Mercury stock certificate(s), together with the signed Exchange Form, in the enclosed pre-addressed envelope or you may deliver the certificate(s), together with the signed Exchange Form, by hand or overnight courier to the Paying Agent, Computershare Trust Company, at one of the addresses specified in the Exchange Form. The method of delivery is at your option. (See question 3 above.).

11. Should I insure my physical Mercury stock certificate(s) if I mail them?

Yes. Because you bear the risk of loss in sending your Mercury stock certificate(s) by mail, and because there is a fee associated with replacing lost certificates, we recommend that you insure the certificate(s) and use registered mail with return receipt requested.

12. What value should I use to insure my physical Mercury stock certificate(s) if I mail them?

We recommend that you insure your physical Mercury stock certificate(s) for approximately 3 percent of their value based on $52.00 per share. This would be the approximate cost to you of replacement if your Mercury stock certificate(s) were lost in the mail.

13. How long will it take to receive payment after I send in my physical Mercury stock certificate(s)?

If the Exchange Form is properly completed and all physical Mercury common stock certificate(s) are presented, the Paying Agent expects that it will take approximately 5-7 business days from the date that the Paying Agent receives these materials until payment is made. Lost certificate replacements are expected to take additional time.