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Ex-HP CFO Expected to Be Fired for Objecting to Autonomy Deal

Jonathan Browning
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Ex-HP CFO Expected to Be Fired for Objecting to Autonomy Deal

(Bloomberg) -- Hewlett-Packard Co.’s former finance chief said she thought she’d be fired when she spoke out against the Autonomy deal at a board meeting on the eve of the $11 billion acquisition.

Cathie Lesjak, who worked at the company for more than 30 years, decided in the early hours of the morning before a crucial board vote to object to the transaction and fully expected to be fired by Chief Executive Officer Leo Apotheker as a result. On her first day of evidence in the $5.1 billion fraud trial against several former Autonomy managers, Lesjak said she’d believed the 60% premium on offer was far too high.

"I thought it was a sure thing that I would be fired," Lesjak said Monday in the London trial. "I knew I had to speak up."

Apotheker, who pitched the software acquisition as a way of pivoting the computing giant away from its struggling PC business, testified in April that he felt "blindsided" when Lesjak spoke up in August 2011. After the meeting, Apotheker told her she would be fired, Lesjak said.

In his evidence, Apotheker said he didn’t mind dissent and would have postponed the deal if the board had wanted to do so. But in private, a flurry of emails were being sent as the directors held their discussions.

During the meeting, Lesjak sent an email to Chairman Raymond Lane that described Apotheker as "a dead man walking." "There is no "financial discipline," she said, and HP had " no real plan."

When questioned whether it was appropriate to send the messages, Lesjak replied: "I wanted him to know what was really going on."

Apotheker was fired in September 2011 shortly before the Autonomy deal was completed while Lesjak remained at the firm until February this year. She was speaking at the midway point of the trial where Autonomy founder Mike Lynch is accused of overseeing a massive fraud that led HP into overpaying for his company. A key issue of the case has been the level of due diligence that HP conducted and the extent that HP knew what it was buying.

Lesjak said she couldn’t remember discussing a series of slides prepared by auditor EY in November 2011 that laid out how Autonomy, once the U.K.’s second-largest software company, was also selling hardware. In one email, she signed off, saying the decks looked good.

To contact the reporter on this story: Jonathan Browning in London at jbrowning9@bloomberg.net

To contact the editors responsible for this story: Anthony Aarons at aaarons@bloomberg.net, Christopher Elser

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