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HP Commences Exchange Offer for Shares of Indigo N.V.

Friday, February 22, 2002

Press release from the issuing company

PALO ALTO, Calif.--Feb. 21, 2002--Hewlett-Packard today commenced its exchange offer for all outstanding shares of Indigo N.V. under a previously announced offer agreement between the two companies. In the exchange offer, HP, through an indirect subsidiary, will offer to exchange for each outstanding common share of Indigo N.V., at the election of each Indigo shareholder, either: (1) $7.50 in shares of HP common stock (but not more than 0.4494 and not less than 0.3167 shares) or (2) $6.00 in shares of HP common stock (but not more than 0.3595 and not less than 0.2534 shares) plus, as further described in the prospectus, one contingent value right to receive between $0 to $4.50 in cash in 2005 to the extent that HP achieves certain cumulative revenue milestones during the three-year period after the completion of the exchange offer. The number of Indigo shares that may be exchanged for either election option is subject to limitations as described in the prospectus. The exchange ratio will be determined based on the average closing sales price of HP common stock on the New York Stock Exchange during the 20 consecutive trading days ending on the trading day which, as of the expiration of the exchange offer, is the third most recent closing of the U.S. markets; provided, however, that the average closing sales price to be used to calculate the exchange ratio shall not exceed $23.68 nor be less than $16.69. The offer and withdrawal rights are scheduled to expire at noon (New York City time) on March 22, but may be extended by HP as further described in the prospectus. A prospectus describing the exchange offer, an election form/letter of transmittal to be used byshareholders to tender their Indigo common shares into the exchange offer, and related documents, are being mailed to shareholders of Indigo. The offer is subject to a number of conditions as described in the prospectus. HP has appointed Computershare Trust Company of New York to act as exchange agent, and Georgeson Shareholder is the information agent for the offer (telephone number: +1 212 806 6741 and toll free in North America: +1 866 233 9045). Indigo extends HP's printing systems portfolio beyond inkjet and LaserJet technology into a third high-speed color print technology. With the addition of Indigo, HP will sell offset-quality digital press solutions and services that enable businesses to more effectively target and retain their customers with short-run, personalized business communications linked to digital document creation.




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