EDS Stockholders Approve Merger With Hewlett-Packard Company



    PLANO, Texas, July 31 /CNW/ -- EDS today announced that at the special
meeting of stockholders held on July 31, 2008 its stockholders have adopted
the Agreement and Plan of Merger dated as of May 13, 2008 among EDS,
Hewlett-Packard Company (HP) and Hawk Merger Corporation, pursuant to which
EDS will become a wholly-owned subsidiary of HP.   Approximately 98.8 percent
of the shares of EDS common stock voting on the proposal were voted in favor
of the adoption of the Agreement and Plan of Merger, representing
approximately 72.4 percent of the issued and outstanding shares of EDS common
stock as of the close of business on June 24, 2008, the record date for the
special meeting.
    "I am pleased that our stockholders have followed the recommendation of
the EDS Board of Directors and supported the combination of EDS and HP," said
Ron Rittenmeyer, EDS chairman, president and CEO.  "Not only does the
combination of these two great companies create immediate value for our
stockholders, it also enhances our ability to achieve our customers' needs
with our unwavering commitment to quality and innovation."
    The acquisition received antitrust clearance by the European Commission
on July 25 and the waiting period under the U.S. Hart-Scott-Rodino Antitrust
Improvement Act for the acquisition expired in late June.
    The closing of the transaction still requires regulatory clearance from
certain non-U.S. and non-E.U. jurisdictions, and is subject to the
satisfaction or waiver of the other closing conditions specified in the
Agreement and Plan of Merger.  EDS currently anticipates that the transaction
will close in the third quarter of 2008.  As previously disclosed, EDS and HP
have agreed that the closing of the transaction will not occur prior to August
18, 2008 without the consent of both parties and that in the event HP would
otherwise be required to close the transaction prior to August 26, 2008, it
has the right to postpone the closing until no later than August 26, 2008,
subject to the terms set forth in the Agreement and Plan of Merger.
    The company also announced on July 25 that EDS, HP and the plaintiffs in
the five stockholder lawsuits that were commenced following the execution of
the Agreement and Plan of Merger have agreed to settle and dismiss all pending
lawsuits concerning the proposed merger, subject to court approval.
    
    About EDS
    
    EDS (NYSE:   EDS) is a leading global technology services company
delivering business solutions to its clients. EDS founded the information
technology outsourcing industry more than 46 years ago. Today, EDS delivers a
broad portfolio of information technology and business process outsourcing
services to clients in the manufacturing, financial services, healthcare,
communications, energy, transportation, and consumer and retail industries and
to governments around the world. Learn more at eds.com.
    
    Cautionary Statement Regarding Forward-Looking Statements
    
    Certain statements contained in this release regarding the pending merger
with HP that are not statements of historical facts are forward-looking
statements.  These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
stated in the forward-looking statements.  Important factors that could cause
actual results or events to differ materially from those indicated by such
forward-looking statements include: the conditions to the completion of the
pending merger may not be satisfied, or the regulatory approvals and
clearances required for the proposed merger may not be obtained on the terms
expected or on the anticipated schedule (if at all); EDS and HP's ability to
meet expectations regarding the timing for completion of the pending merger;
the occurrence of any event, change or other circumstances that could give
rise to the termination of the Agreement and Plan of Merger; and whether the
court approves the settlement and memorandum of understanding relating to the
stockholder lawsuits that were commenced following the execution of the
Agreement and Plan of Merger and, if such approval is not received, the
outcome of any legal proceedings that have been or may be instituted against
EDS, HP or others related to the Agreement and Plan of Merger.  These factors,
and other important factors that could affect these outcomes are set forth in
EDS' most recently filed Annual Report on Form 10-K and its other filings with
the Securities and Exchange Commission, in each case under the heading
"Forward-Looking Statements" and/or "Risk Factors." Such discussions regarding
risk factors and forward-looking statements are incorporated herein by
reference. EDS assumes no obligation to update or revise any forward-looking
statement in this document, and such forward-looking statements speak only as
of the date hereof.

    
     MEDIA RELATIONS CONTACT:        INVESTOR RELATIONS CONTACT:
     Bob Brand - EDS                 Deanna Rogers - EDS
     972 605 1290                    972 605 8933
     bob.brand@eds.com               deanna.rogers@eds.com

    




For further information:

For further information: Media, Bob Brand, +1-972-605-1290,
bob.brand@eds.com, or Investors, Deanna Rogers, +1-972-605-8933,
deanna.rogers@eds.com, both of EDS Web Site: http://www.eds.com

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