HP to Acquire Tower Software, Expanding Capabilities in Fast-growing e-Discovery...

HP to Acquire Tower Software, Expanding Capabilities in Fast-growing e-Discovery and Compliance Software Market

PALO ALTO, Calif.--(Business Wire)--
HP (NYSE:HPQ) and Tower Software today announced that they have
signed a pre-bid agreement for HP to acquire Tower, a document and
records management software company based in Canberra, Australia.

The deal will enable HP to expand its offerings in the
fast-growing electronic discovery and compliance software market.

The acquisition of Tower will add electronic records management to
HP Software's existing e-discovery and compliance capabilities in
information collection and retention. This includes both records
management and identification,(1) which have become increasingly
important for organizations due to rules and regulations such as the
Federal Rules of Civil Procedure, the Sarbanes-Oxley Act and the Data
Protection and Freedom of Information Acts.

Under an existing alliance between the companies, Tower TRIM
Context has been integrated with the HP Integrated Archive Platform to
provide customers with a combined records management and compliance
archiving solution.

Combining HP's and Tower's overall software capabilities will
enable customers to rapidly identify electronic business records from
general business communication, collect those business records in a
scalable and high-performance archive platform and preserve them for
long-term future use in legal discovery or compliance activities.

"In reaction to increased business regulation, electronic records
management has moved from a back-office task to a business-critical
function," said Robin Purohit, vice president and general manager,
Information Management, Software, HP. "The combination of the HP and
Tower software portfolios is expected to be hugely beneficial to the
legal and IT organizations of businesses all over the world."

The addition of Tower also is expected to enable HP Software to
address the growing Microsoft(R) SharePoint compliance and e-discovery
opportunities. Content stored in Microsoft SharePoint is coming under
increased scrutiny from litigators, legal counsels and compliance
officers involved in legal discovery, corporate governance or
regulatory compliance.

Tower has more than 22 years of paper and electronic records
management experience and serves approximately 1,000 customers with
more than 780,000 users in 32 countries.

"The combination of HP and Tower will allow us to scale and
provide our customers with a comprehensive portfolio of enterprise
information and IT management software solutions," said Martin
Harwood, chief executive officer, Tower Software. "We have partnered
with HP for years, so today's news is exciting because we will now be
able to enhance how we serve our joint customers and partners."

The board of directors of Tower has unanimously approved the
transaction and recommends that Tower shareholders accept HP's offer
in the absence of a higher third-party offer.

Additionally, the three largest shareholders of Tower, Quadrant
Private Equity, Brand Hoff and Martin Harwood, have advised Tower that
they and their associated interests intend to accept HP's offer in the
absence of a higher third-party offer. Between them, Quadrant Private
Equity, Brand Hoff and Martin Harwood have an interest in more than 90
percent of Tower shares.

"When I founded Tower more than 20 years ago, we set out to
develop the world's best records and document management software. By
joining forces with HP - one of the world's largest technology
companies - we expect to take TRIM Context to the broader global
market," said Brand Hoff, founder, Tower Software. "This will mark a
new era for Tower's customers, employees and partners. I am pleased to
fully support this transaction and encourage our Tower shareholders to
accept HP's offer, in the absence of a higher third-party offer."

The acquisition will be conducted by means of an off-market
takeover bid for all of the outstanding shares of Tower. The takeover
offer is subject to a number of conditions, including regulatory
approvals, and is expected to close in the second quarter of calendar
year 2008. See Appendix A below for more details.

More information is available at www.hp.com/go/tower and detailed
information will be provided to Tower shareholders in the bidder's
statement to be issued by HP.

About Tower Software

Tower was founded in 1985 and is headquartered in Canberra,
Australia, with additional offices in Australia, North America and
Europe. Tower has 240 employees. Tower develops and markets enterprise
content management software and solutions, primarily for regulated and
government industries. Tower's software products include electronic
document and records management, business process automation, web
content management, document capture and assembly, collaboration and
information management solutions.

About HP

HP focuses on simplifying technology experiences for all of its
customers - from individual consumers to the largest businesses. With
a portfolio that spans printing, personal computing, software,
services and IT infrastructure, HP is among the world's largest IT
companies, with revenue totaling $107.7 billion for the four fiscal
quarters ended Jan. 31, 2008. More information about HP is available
at www.hp.com.

Note to editors: More news from HP, including links to RSS feeds,
is available at www.hp.com/hpinfo/newsroom/.

(1) As defined by the Electronic Discovery Reference Model
(www.edrm.net). EDRM is the industry's standard reference model for a
common, flexible and extensible framework for development, selection,
evaluation and use of electronic discovery products and services.

Microsoft is a U.S. registered trademark of Microsoft Corp.

This news release contains forward-looking statements that involve
risks, uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of HP and
its consolidated subsidiaries could differ materially from those
expressed or implied by such forward-looking statements and
assumptions. All statements other than statements of historical fact
are statements that could be deemed forward-looking statements,
including but not limited to the expected benefits and costs of the
transaction; management plans relating to the transaction; the
expected timing of the completion of the transaction; any statements
of expectation or belief; and any statements of assumptions underlying
any of the foregoing. Risks, uncertainties and assumptions include the
possibility that expected benefits may not materialize as expected;
risks related to the timing or ultimate completion of the transaction
statements of the plans, strategies and objectives of management for
future operations; any statements concerning expected development,
performance or market share relating to products and services;
anticipated operational and financial results; any statements of
expectation or belief; and any statements of assumptions underlying
any of the foregoing. Risks, uncertainties and assumptions include the
execution and performance of contracts by HP and its customers,
suppliers and partners; the achievement of expected results; and other
risks that are described in HP's Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 2008 and HP's other filings with the
Securities and Exchange Commission, including but not limited to HP's
Annual Report on Form 10-K for the fiscal year ended October 31, 2007.
HP assumes no obligation and does not intend to update these
forward-looking statements.

Appendix - Offer Details

Offer Price

HP (via an indirect wholly owned subsidiary) is making a cash
offer to acquire all Tower Software shares at Aus$3.39 per share
("Offer").

Offer Conditions

The Offer will be subject to the fulfillment of a number of
conditions. A brief summary of these conditions is set out below.

(1) Minimum acceptance condition of no less than 90% of the Tower
shares

(2) Foreign Investment Review Board approval

(3) No regulatory action in relation to the takeover bid before
the end of the Offer period

(4) No material adverse change in respect of Tower before the end
of the Offer period

(5) No material breach of a Tower warranty before the end of the
Offer period

(6) No prescribed occurrences between the date of the pre-bid
agreement and the end of the Offer period

(7) No material breach of the pre-bid agreement before the end of
the Offer period

(8) Specified key employees not resigning or otherwise seeking to
terminate their employment with Tower or HP before the end of the
Offer period

(9) At least 85% of all employees other than the identified key
employees who receive an offer of employment from HP accept those
offers and do not subsequently resign or otherwise seek to terminate
their employment with Tower or HP before the end of the Offer period

(10) Specified holders of Tower options having entered into option
realization deeds with Tower

(11) The major shareholders have not terminated, or taken any step
to terminate, the Key Shareholder Deeds before the end of the Offer
period.

Break-Up Fee

HP is entitled to a break fee of Aus$1.2 million to compensate it
for the substantial costs it has incurred in pursuing the takeover bid
and entering into the pre-bid agreement.

In summary terms, this break-up fee will be payable if the
takeover bid made by HP does not proceed because:

(1) HP has not received acceptances of at least 90% of the Tower
shares by the end of the Offer period;

(2) Any Tower director recommends a competing takeover bid or
otherwise withdraws his support for the takeover bid;

(3) Tower solicits a competing takeover proposal; or

(4) HP terminates the pre-bid agreement because the conditions of
the Offer have not been fulfilled, Tower is in breach of the Tower
warranties, a member of the Tower board has recommended a competing
takeover proposal or the Key Shareholder Deeds have been terminated.

Call Option

Quadrant has granted HP a call option to acquire Tower shares
equal to 19.9% of all Tower shares in the event that a competing
takeover proposal is made or announced.

Further information in relation to the takeover bid will be
provided to Tower shareholders in the Bidder's Statement.

(C) 2008 Hewlett-Packard Development Company, L.P. The information
contained herein is subject to change without notice. HP shall not be
liable for technical or editorial errors or omissions contained
herein.

HP
Jean Kondo, +1-510-823-4728
jean.kondo@hp.com
or
Emily Laderman, +1-212-614-5072
emily.laderman@bm.com
or
HP Media Hotline, +1-866-266-7272
pr@hp.com
www.hp.com/go/newsroom

Copyright Business Wire 2008