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The HP-Autonomy lawsuit: Timeline of an M&A catastrophe

Across the flip of the century, Autonomy Company was one of many darlings of the UK know-how trade, specializing in data administration and enterprise search. It went on an acquisition spree within the early 2000s, driving up its income, earlier than being swallowed itself by Hewlett-Packard in 2011, in a deal that valued it at over $10 billion.

However this rags-to-riches story doesn’t have a cheerful ending.

In actual fact, the HP acquisition of Autonomy most likely ranks among the many most infamous failed mergers and acquisitions.

No sooner had the acquisition closed than income started to flag, prompting an inner investigation wherein HP uncovered indicators of previous inventive accounting at Autonomy. Reasonably than promoting software program to prospects, HP stated, Autonomy had been promoting them {hardware} at a loss, then reserving the gross sales as software program licensing income.

That discovery pressured HP to put in writing down the worth of Autonomy by greater than $5 billion, triggering a wave of shareholder lawsuits. HP in flip sued (then former) Autonomy CEO Mike Lynch in a UK court docket, and the U.S. Division of Justice launched a legal investigation.

Legal professionals are nonetheless arguing about damages within the UK court docket, whereas in US Lynch’s fraud trial is simply starting.

Right here’s the way it performed out.

The Nineteen Nineties: Founding fable

1990: Mike Lynch, a tutorial in Cambridge, England, borrows—or so the legend goes—£2,000 to start out Cambridge Neurodynamics, occurring to develop the software program that may later give rise to Autonomy. Nevertheless, Corporations Home, the UK register of commerce, has no report of such an organization, and it’s not till 1997 that Lynch creates one other firm, known as merely Neurodynamics.

1996: Lynch units up Autonomy Company within the UK. Its Agentware web search instruments are utilized by enterprises together with Barclays Financial institution and Unilever and bought as shrink-wrapped software program by shops.

July 1998: Autonomy’s IPO on EASDAQ values the corporate at $165 million.

The 2000s: Spending spree

September 2003: Autonomy completes its buy of video administration software program vendor Virage and rebuilds the corporate’s software program by itself IDOL (Clever Information Working Layer) unstructured knowledge administration platform.

March 2004: Autonomy acquires NativeMinds and Cardiff Software program.

November 2005: Autonomy agrees to purchase search know-how developer Verity for $500 milllion, its third acquisition of the 12 months after NCorp (in February) and etalk (in June).

Might 2007: Autonomy spins off its Blinkx client software program unit in an IPO.

July 2007: Autonomy pays $375 million for content material archiving and digital discovery specialist Zantaz.

October 2007: Autonomy acquires knowledge administration specialist Meridio for £20 million.

January 2009: Autonomy buys enterprise content material administration vendor Interwoven for $775 million.

June 2010: Autonomy acquires CA Applied sciences’ data governance enterprise.

The 2010s: Autonomy’s unravelling

September 2010: Ex-SAP CEO Léo Apotheker is known as CEO of HP.

March 2010: Apotheker says he needs to remodel HP from a {hardware} producer to a software program and companies supplier.

Might 2011: Autonomy sneaks in a single final acquisition, of on-line backup service Iron Mountain Digital, for $380 million.

July 2011: Apotheker and Lynch attain a deal to promote Autonomy to HP, and HP begins its due-diligence examination of Autonomy’s funds. Lynch’s legal professionals will later declare that HP executives spent simply six hours in convention calls together with his crew.

August 2011: HP agrees to amass Autonomy for $42.11 per share, a premium of round 60% over the market worth.

September 2011: HP fires Apotheker, naming Meg Whitman CEO.

October 2011: HP buys 87.34% of Autonomy for £5.44 billion, valuing the corporate at $10.3 billion at 2011 alternate charges—though later reviews will put the value as excessive as £8.7 billion or $11.7 billion.

Might 2012: A senior member of HP’s Autonomy unit raises considerations about Autonomy’s accounting practices. Whitman hires PricewaterhouseCoopers to research. In the meantime, Whitman declares the lay-off of 27,000 HP employees to chop prices. Lynch is amongst them, for “failure to satisfy agreed efficiency objectives, together with monetary metrics.”

November 2012: HP takes an $8.8 billion impairment cost, linking greater than $5 billion of it to critical accounting improprieties, misrepresentation, and disclosure failures at Autonomy found by an inner investigation by HP and forensic overview of Autonomy’s accounting practices previous to its acquisition. HP alleges that the misrepresentations included promoting low-end {hardware} at a loss and recording the transactions—stated to account for as much as 15% of Autonomy’s complete income—as licenses for Autonomy’s IDOL software program.

December 2012: HP says it’s cooperating with the Division of Justice, the Securities and Trade Fee and the UK’s Critical Fraud Workplace in an investigation referring to Autonomy.

February 2014: HP Autonomy breaks IDOL into discrete companies.

June 2014: HP agrees to settle shareholder lawsuits. The plaintiffs agree to help HP in bringing claims in opposition to Lynch and Hussain, and HP agrees to beef up its due-diligence course of for evaluating acquisitions. Claims in opposition to HP executives can be dropped.

January 2015: The UK’s Critical Fraud Workplace calls off its investigation of Autonomy, saying it has “inadequate proof for a sensible prospect of conviction.” That is hardly a shock because the SFO has a popularity for failing to safe convictions.

March 2015: With the legal investigation over, HP begins a civil case, suing Mike Lynch for $5.1 billion within the UK’s Excessive Courtroom alleging that Lynch inflated Autonomy’s revenues by $700 million.

June 2015: Hewlett-Packard Co. reaches a last settlement with PGGM Vermogensbeheer BV, the lead plaintiff in a securities class motion introduced over the $8.8 billion impairment cost referring to the corporate’s acquisition of Autonomy. Hewlett-Packard’s insurance coverage can pay out $100 million to those that bought HP shares between Aug. 19, 2011, and Nov. 20, 2012, releasing HP and its executives from any Autonomy-related securities claims.

November 2015: Hewlett-Packard separates into two corporations, with Hewlett Packard Enterprise (HPE) promoting enterprise companies and servers, and HP Inc. (HPI) promoting printers and PCs. HPE assumes duty for the Autonomy litigation, agreeing to separate any damages awarded with HPI.

Might 2016: HPE sells its IT companies enterprise to CSC, forming DXC Applied sciences. OpenText buys HP TeamSite, a buyer expertise administration platform developed at Interwoven earlier than its acquisition by Autonomy, renaming it OpenText TeamSite.

September 2016: HPE sells software program property together with remnants of the Autonomy enterprise to Micro Focus, IDOL amongst them.

November 2016: A federal grand jury returns a legal indictment in opposition to Sushovan Hussain, Autonomy’s former CFO. The grand jury alleges that Hussain, along with others, conspired to interact in a fraudulent scheme to deceive purchasers and sellers of Autonomy securities and HP concerning the true efficiency of Autonomy’s enterprise, monetary situation, and prospects for development. Hussain and others made false and deceptive statements to, amongst others, regulators, and market analysts. The indictment alleges that HP relied on the accuracy and truthfulness of the statements and disclosures when contemplating whether or not to purchase Autonomy and at what worth.

September 2017: HPE lastly sells its software program enterprise, of which Autonomy property make up a small half, to UK-based Micro Focus Worldwide. HPE receives $2.5 billion in money from Micro Focus, whereas its shareholders obtain Micro Focus shares price round $6.3 billion.

April 2018: The federal grand jury finds Hussain responsible. He appeals.

November 2018: A federal grand jury indicts Mike Lynch with conspiracy to commit wire fraud and a number of counts of wire fraud, saying that he supplied HP with materially false and deceptive monetary statements for Autonomy whereas HP was contemplating the acquisition.

November 2019:  The federal jury provides a brand new cost of securities fraud, with a most jail sentence of 25 years, to its indictment of Mike Lynch.

December 2019: The US asks the UK to extradite Mike Lynch to face costs of securities fraud, wire fraud and conspiracy.

The 2020s: Decision

August 2020: A US appeals court docket upholds former Autonomy CFO Sushovan Hussain’s fraud conviction and five-year jail sentence on 14 counts of wire fraud and one among securities fraud for falsely inflating Autonomy’s income.

September 2020: The UK’s Monetary Reporting Council fines Deloitte £15 million for failings in its auditing of Autonomy’s accounts between January 2009 and June 2011. At problem have been Autonomy’s gross sales of {hardware} and its gross sales of software program licenses to value-added resellers reasonably than to finish prospects.

January 2022: The UK’s Excessive Courtroom guidelines on the HP civil swimsuit, discovering that Mike Lynch had fraudulently inflated Autonomy’s worth by deceptive HP about its efficiency. Damages can be determined at a later date, after the decide indicated that HP’s $5 billion declare is extreme.

Later the identical day, the UK’s house secretary approves Lynch’s extradition to the US to face the grand jury’s costs.

Might 2023: Lynch is lastly extradited to the US, one month after the Excessive Courtroom rejected his enchantment. He’s pressured to put up a $100 million bond and stay below home arrest.

February 2024: HPE reduces its damages declare in its UK civil motion to $4 billion.

March 2024: Lynch’s legal trial, on 16 counts of securities fraud, wire fraud, and conspiracy, begins in US Federal Courtroom in San Francisco. Now aged 58, he may resist 25 years in jail.

Enterprise Functions, HP, Mergers and Acquisitions

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