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HP Completes Offer for Indigo, Says Toppan Forms has Installed 5 Presses

Tuesday, March 26, 2002

Press release from the issuing company

PALO ALTO, Calif.--March 25, 2002-- Hewlett-Packard today announced it has completed its exchange offer for all outstanding shares of Indigo under a previously announced offer agreement between the two companies. During a conference call scheduled for 10 a.m. PST today, Vyomesh Joshi, president, HP Imaging and Printing Systems, will address the state of the digital publishing marketplace, the integration of Indigo and key growth strategies for HP's imaging and printing business. HP has also announced that Tokyo-based Toppan Forms Co. Ltd., one of the world's largest information management service and business forms companies, has recently installed five HP Indigo digital Web presses (formerly known as the Indigo Publisher 4000). One of the first installations in the world to combine large volume, full color and personalized digital printing, this project is the culmination of a joint effort among Toppan Forms Co. Ltd., HP Indigo-distributor Toyo Ink Mfg. Co. Ltd. and HP. As scheduled, the exchange offer expired at noon EST, on March 22, 2002. The exchange agent for the offer has advised HP that 94,609,211 Indigo common shares were tendered and not withdrawn, of which 1,169,840 were shares guaranteed for delivery. Combined with the 14,814,814 Indigo shares already owned by HP, this represents more than 96 percent of the total number of outstanding Indigo shares, including shares issuable upon the exercise of outstanding warrants held by parties other than HP. Of the tendered Indigo common shares, 46,285,037 were elected to be exchanged for the fixed price offer of 0.3759 of a share of HP stock and 48,324,174 were elected to be exchanged for the contingent price offer price of 0.3008 of a share of HP stock plus one contingent value right. Under the offer agreement and based on the exchange election results, shareholders electing the fixed offer price will be subject to proration. The final fixed price proration factor will be determined shortly after the three-day settlement period has expired for shares tendered by guaranteed delivery. 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 sells 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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