June 27, 2008
In September 2001, Hewlett-Packard
Company, a Delaware corporation ("HP") and Indigo N.V., a Dutch
corporation ("Indigo") entered into an agreement pursuant to which
HP, or an HP subsidiary, would seek to purchase all the outstanding shares of
Indigo by way of an exchange offer. In March 2002, an HP subsidiary,
Hewlett-Packard Erste Vermögensverwaltungs- und Beteiligungsgesellschaft mbH
("HP Erste") completed an exchange offer to acquire the outstanding
shares of Indigo. Pursuant to the terms of the exchange offer, Indigo
shareholders who tendered their shares to HP Erste prior to the expiration of
the offer received, in exchange for their Indigo shares, a combination of (1)
HP common stock and (2) contingent value rights ("CVRs").
As a result of the exchange offer, as well as an earlier investment in Indigo that was completed in October, 2000, another HP subsidiary, Hewlett-Packard Europa Holding GmbH & Co. KG, currently known as Hewlett-Packard Europa Holding B.V. ("HP Europa"), became the owner of more than 98% of the outstanding shares of Indigo, which is now known as Hewlett-Packard Indigo B.V.
On August 23, 2002, HP Europa commenced a compulsory acquisition procedure under article 2:92a and article 2:201a of the Dutch Civil Code (the "Compulsory Acquisition Procedure") at the Enterprise Chamber of the Court of Appeals in Amsterdam, the Netherlands (the "Dutch Court"), by which it sought to acquire all of the remaining outstanding shares in Indigo (the "Outstanding Shares"). A writ of summons was served on registered shareholders notifying them that HP Europa had instituted the Compulsory Acquisition Procedure. An English translation of the writ of summons is available at
On May 8, 2008, the Dutch Court rendered its judgement in this proceeding and awarded HP Europa the right to compulsorily acquire the Outstanding Shares. The Dutch Court set the acquisition price for the Outstanding Shares at US$ 6.39 per share, such amount to be increased with the Dutch statutory interest from May 8, 2008 until the day on which the Outstanding Shares are effectively transferred to HP Europa.
An English translation of the judgement of the Dutch Court is available at
As a result, the compulsory acquisition can now be completed, and HP Europa will now cause the transfer to HP Europa of the Outstanding Shares against payment of the purchase price for those Outstanding Shares, increased by statutory interest, all in accordance with the judgement of the Dutch Court.
The completion of the transfer of the Outstanding Shares to HP Europa and the payment of the purchase price for those Outstanding Shares will be initiated within the coming weeks and is expected to be finalised within the next two to three months.
Please note you will not be able to transfer your Indigo shares to HP Europa if you are not the legal owner (also referred to as the "holder of record") of those shares. This could be the case,
inter alia, if you are a beneficial holder of Indigo shares. If you are a beneficial holder of Indigo shares, which may be the case if you hold your shares through a securities broker, you would need to instruct your broker to cause the transfer of the legal ownership of those shares to HP Europa. If this is the case, we suggest that you contact your broker.
For a list of names of the legal owners of the Indigo shares, please refer to the above link to the English translation of the judgement of the Enterprise Chamber. If your name is included in the list of defendants (which are numbered 1 to 197), this means that you are registered in Indigo's shareholder register as one of the legal owners of the Indigo shares. Consequently, you will within the next week receive a letter, including information in relation to the steps that need to be taken for you to transfer your Indigo shares to HP Europa. If you do not receive this letter within the next week, or if you have any questions, please contact Roelien van den Berg, email: firstname.lastname@example.org, tel: +31 20 4857672, or Kristie Tien, email: email@example.com, tel: +31 20 4857619 at Freshfields Bruckhaus Deringer Amsterdam, the Netherlands.