Compaq to Acquire Proxicom

Compaq Computer Corporation announced an agreement to acquire Proxicom Inc., an e-business consulting and professional services firm, for $5.75 per share in cash for the outstanding stock. The aggregate purchase price, net of current cash, is $266 million.

"Proxicom maximizes many of our existing enterprise customer relationships, deepening and broadening our value within these accounts due to both its vertical market expertise and robust skills in e-business, wireless and emerging technologies," says Peter Blackmore, Executive Vice President, Worldwide Sales and Services of Compaq

Under the terms of the acquisition agreement, Compaq will promptly commence a tender offer for all outstanding Proxicom shares. Any Proxicom shares not acquired by Compaq in the tender offer will be acquired in a second step merger. This acquisition is subject to customary closing conditions and government approvals, and is expected to be completed toward the end of the second quarter. The board of directors of each company has approved the acquisition and two of Proxicom's largest shareholders, Proxicom Chairman and CEO Raul Fernandez and General Atlantic Partners, have agreed to tender their shares into the offer and otherwise support the transaction. The acquisition will be neutral to earnings in the second half of 2001 and accretive in 2002.

Proxicom will be a wholly owned subsidiary of Compaq Computer Corporation reporting to Jeff Lynn, Vice President and General Manager, Compaq Global Services. The unit will be called Proxicom, a Compaq Global Services Company.

For more information, visit www.compaq.com.