Compaq Strengthens Global Services Unit By Acquiring Proxicom

Compaq Extends Reach into the Enterprise, Deepens Value Proposition For

Customers



Apr 26, 2001, 01:00 ET from Compaq Computer Corporation

    STOW, Mass., April 26 /PRNewswire/ -- Compaq Computer Corporation
 (NYSE:   CPQ) today announced an agreement to acquire
 Proxicom, Inc., (Nasdaq: PXCM), a leading 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.
     "The addition of Proxicom will strengthen Compaq's value proposition to
 customers by supporting our already significant presence in telecommunications
 and financial services markets, and extending our capabilities in markets
 including retail, automotive, manufacturing, and media and entertainment,"
 said Peter Blackmore, executive vice president, Worldwide Sales and Services
 of Compaq.  "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."
     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.
     "As we stated in our first quarter earnings call this week, Compaq is
 aggressively focused on five key initiatives to drive increased growth and
 profitability, including aggressive go-to-market programs, continued product
 innovation, expansion of global services, permanent reductions in inventory
 and substantial reduction in structural cost," Blackmore stated.  "Clearly,
 the Proxicom acquisition is a strong step in growing our $7 billion Global
 Services business and in providing complete end-to-end solutions to
 customers."
     Compaq Global Services is one of the largest and most experienced service
 organizations in the industry.  Built on more than 40 years of experience, the
 unit's 38,000 professionals deliver consulting, integration, management and
 support services in more than 200 countries.
     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.
     "We believe that the customer-oriented synergies across Compaq and
 Proxicom in skill set and culture will help ensure a smooth integration of our
 businesses," Lynn said.  "Proxicom's great customer relationships, depth of
 talent and proven track record will further enhance our ability to bring
 innovative solutions to customers around the world."
     Proxicom, Inc., founded in 1991, has grown to be one of the leading
 consulting and professional development firms, pioneering a unique approach to
 deliver e-business solutions for global enterprise clients through the
 integration of Internet technologies, strategies and creative design.  The
 company provides specialized e-business development expertise across a broad
 spectrum of industry segments.
     "We are delighted to be joining Compaq with whom we've worked in both
 customer and partner roles," said Proxicom founder Fernandez. "By pooling our
 expertise and sharing best practices across our organizations, we will be able
 to offer broader, enhanced capabilities to our clients and increased
 opportunities to our employees."
 
     Company Background
     Compaq Computer Corporation, a Fortune Global 100 company, is a leading
 global provider of technology and solutions.  Compaq designs, develops,
 manufactures, and markets hardware, software, solutions, and services,
 including industry-leading enterprise computing solutions, fault-tolerant
 business-critical solutions, and communications products, commercial desktop
 and portable products, and consumer PCs that are sold in more than 200
 countries. Information on Compaq and its products and services is available at
 www.compaq.com.
     Compaq and the Compaq logo Registered in U.S. Patent and Trademark Office.
 This press release may contain forward-looking statements based on current
 expectations that involve a number of risks and uncertainties.  The potential
 risks and uncertainties that could cause actual results to differ materially
 include:  market conditions, particularly in North America, increased
 competitive environment and pricing pressures, disruptions related to
 restructuring actions and delays in the implementation of changes in delivery
 models.  Further information on these factors and other factors that could
 affect Compaq's financial results is included in Compaq's Securities and
 Exchange Commission (SEC) filings, including the latest Annual Report on Form
 10-K and the Quarterly Report on Form 10-Q, which will be filed shortly.
     Investors and security holders are strongly advised to read both the
 tender offer statement and the solicitation/recommendation statement regarding
 the tender offer referred to in the press release, when they become available,
 because they will contain important information.  The tender offer statement
 will be filed by Compaq with the Securities and Exchange Commission (SEC), and
 the solicitation/recommendation statement will be filed by Proxicom with the
 SEC.  Investors and security holders may obtain a free copy of these
 statements (when available) and other documents filed by Compaq and Proxicom
 at the SEC's web site at www.sec.gov.  The tender offer statement and related
 materials may be obtained for free by directing such requests to Compaq
 Investor Relations.  The solicitation/recommendation statement and such other
 documents may be obtained by directing such requests to Proxicom Investor
 Relations.
     Visitors will be able to access the live webcast via the PressPaq virtual
 press kit at: http://www.compaq.com/newsroom/presspaq/042601/index.html
 
     Additional Acquisition Information
 
     Supports Compaq's Strategy
     A key initiative in Compaq's strategy is to grow the Compaq Global
 Services business to be 30% of the company's revenues.  Additionally, the
 company wants to strengthen its industry expertise and ability to deliver
 complete end-to-end solutions to global enterprise customers.  This objective
 will be achieved through a combination of organic growth and acquisitions.
 The Proxicom acquisition is the first such action and will strengthen Compaq's
 offerings in professional services, specifically in telecommunications,
 financial services, manufacturing, retail, and media and entertainment, as
 well as provide complementary professional and management talent.
 
     About Proxicom
     Proxicom was founded in 1991 as a systems integrator.  In 1994, when most
 new web site development companies were setting up elementary pages, Proxicom
 was already building robust, e-commerce enabled sites that integrated existing
 mainframe applications and databases.  Today, Proxicom's clients include AOL
 Time Warner, General Electric, General Motors, Merrill Lynch, Marriott
 International, and Toyota Motor Sales, USA and over 1,000 engagements for
 leading corporations.
     Proxicom has industry-specific expertise in automotive and manufacturing,
 communications and high technology, consumer goods and retail, energy,
 financial services, media and entertainment and services industries.  The
 company is primarily based in North America.  It has 950 total employees, and
 approximately 12 to 15 percent of its revenue is international.
 
     Compaq's Vertical Market Presence
     Compaq's solutions in the financial services and telecommunications
 sectors currently represent 30% of revenue for Compaq's Global Services.
 Compaq has implemented the solutions that are responsible for 80 percent of
 all financial services transactions and 95 percent of the world's securities
 transactions.  Its customers include BankAmerica, NASDAQ, London Stock
 Exchange and Raymond James Financial Services.
     In the telecommunications sector, 35 telecom operators use Compaq products
 and over 35 million customers depend on Compaq for wireless services.
 Companies like British Telecom, Sprint, Cable and Wireless, and RoadRunner
 look to Compaq to provide complete solutions for rapid deployment.  Today,
 Compaq equipment and services manage 80% of all telecoms billing and customer
 care in Europe and Asia.
     Most recently, Target Corporation chose Compaq's Zero Latency Enterprise
 (ZLE) architecture to redefine its customer relationship environment.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X06539463
 
 

SOURCE Compaq Computer Corporation
    STOW, Mass., April 26 /PRNewswire/ -- Compaq Computer Corporation
 (NYSE:   CPQ) today announced an agreement to acquire
 Proxicom, Inc., (Nasdaq: PXCM), a leading 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.
     "The addition of Proxicom will strengthen Compaq's value proposition to
 customers by supporting our already significant presence in telecommunications
 and financial services markets, and extending our capabilities in markets
 including retail, automotive, manufacturing, and media and entertainment,"
 said Peter Blackmore, executive vice president, Worldwide Sales and Services
 of Compaq.  "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."
     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.
     "As we stated in our first quarter earnings call this week, Compaq is
 aggressively focused on five key initiatives to drive increased growth and
 profitability, including aggressive go-to-market programs, continued product
 innovation, expansion of global services, permanent reductions in inventory
 and substantial reduction in structural cost," Blackmore stated.  "Clearly,
 the Proxicom acquisition is a strong step in growing our $7 billion Global
 Services business and in providing complete end-to-end solutions to
 customers."
     Compaq Global Services is one of the largest and most experienced service
 organizations in the industry.  Built on more than 40 years of experience, the
 unit's 38,000 professionals deliver consulting, integration, management and
 support services in more than 200 countries.
     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.
     "We believe that the customer-oriented synergies across Compaq and
 Proxicom in skill set and culture will help ensure a smooth integration of our
 businesses," Lynn said.  "Proxicom's great customer relationships, depth of
 talent and proven track record will further enhance our ability to bring
 innovative solutions to customers around the world."
     Proxicom, Inc., founded in 1991, has grown to be one of the leading
 consulting and professional development firms, pioneering a unique approach to
 deliver e-business solutions for global enterprise clients through the
 integration of Internet technologies, strategies and creative design.  The
 company provides specialized e-business development expertise across a broad
 spectrum of industry segments.
     "We are delighted to be joining Compaq with whom we've worked in both
 customer and partner roles," said Proxicom founder Fernandez. "By pooling our
 expertise and sharing best practices across our organizations, we will be able
 to offer broader, enhanced capabilities to our clients and increased
 opportunities to our employees."
 
     Company Background
     Compaq Computer Corporation, a Fortune Global 100 company, is a leading
 global provider of technology and solutions.  Compaq designs, develops,
 manufactures, and markets hardware, software, solutions, and services,
 including industry-leading enterprise computing solutions, fault-tolerant
 business-critical solutions, and communications products, commercial desktop
 and portable products, and consumer PCs that are sold in more than 200
 countries. Information on Compaq and its products and services is available at
 www.compaq.com.
     Compaq and the Compaq logo Registered in U.S. Patent and Trademark Office.
 This press release may contain forward-looking statements based on current
 expectations that involve a number of risks and uncertainties.  The potential
 risks and uncertainties that could cause actual results to differ materially
 include:  market conditions, particularly in North America, increased
 competitive environment and pricing pressures, disruptions related to
 restructuring actions and delays in the implementation of changes in delivery
 models.  Further information on these factors and other factors that could
 affect Compaq's financial results is included in Compaq's Securities and
 Exchange Commission (SEC) filings, including the latest Annual Report on Form
 10-K and the Quarterly Report on Form 10-Q, which will be filed shortly.
     Investors and security holders are strongly advised to read both the
 tender offer statement and the solicitation/recommendation statement regarding
 the tender offer referred to in the press release, when they become available,
 because they will contain important information.  The tender offer statement
 will be filed by Compaq with the Securities and Exchange Commission (SEC), and
 the solicitation/recommendation statement will be filed by Proxicom with the
 SEC.  Investors and security holders may obtain a free copy of these
 statements (when available) and other documents filed by Compaq and Proxicom
 at the SEC's web site at www.sec.gov.  The tender offer statement and related
 materials may be obtained for free by directing such requests to Compaq
 Investor Relations.  The solicitation/recommendation statement and such other
 documents may be obtained by directing such requests to Proxicom Investor
 Relations.
     Visitors will be able to access the live webcast via the PressPaq virtual
 press kit at: http://www.compaq.com/newsroom/presspaq/042601/index.html
 
     Additional Acquisition Information
 
     Supports Compaq's Strategy
     A key initiative in Compaq's strategy is to grow the Compaq Global
 Services business to be 30% of the company's revenues.  Additionally, the
 company wants to strengthen its industry expertise and ability to deliver
 complete end-to-end solutions to global enterprise customers.  This objective
 will be achieved through a combination of organic growth and acquisitions.
 The Proxicom acquisition is the first such action and will strengthen Compaq's
 offerings in professional services, specifically in telecommunications,
 financial services, manufacturing, retail, and media and entertainment, as
 well as provide complementary professional and management talent.
 
     About Proxicom
     Proxicom was founded in 1991 as a systems integrator.  In 1994, when most
 new web site development companies were setting up elementary pages, Proxicom
 was already building robust, e-commerce enabled sites that integrated existing
 mainframe applications and databases.  Today, Proxicom's clients include AOL
 Time Warner, General Electric, General Motors, Merrill Lynch, Marriott
 International, and Toyota Motor Sales, USA and over 1,000 engagements for
 leading corporations.
     Proxicom has industry-specific expertise in automotive and manufacturing,
 communications and high technology, consumer goods and retail, energy,
 financial services, media and entertainment and services industries.  The
 company is primarily based in North America.  It has 950 total employees, and
 approximately 12 to 15 percent of its revenue is international.
 
     Compaq's Vertical Market Presence
     Compaq's solutions in the financial services and telecommunications
 sectors currently represent 30% of revenue for Compaq's Global Services.
 Compaq has implemented the solutions that are responsible for 80 percent of
 all financial services transactions and 95 percent of the world's securities
 transactions.  Its customers include BankAmerica, NASDAQ, London Stock
 Exchange and Raymond James Financial Services.
     In the telecommunications sector, 35 telecom operators use Compaq products
 and over 35 million customers depend on Compaq for wireless services.
 Companies like British Telecom, Sprint, Cable and Wireless, and RoadRunner
 look to Compaq to provide complete solutions for rapid deployment.  Today,
 Compaq equipment and services manage 80% of all telecoms billing and customer
 care in Europe and Asia.
     Most recently, Target Corporation chose Compaq's Zero Latency Enterprise
 (ZLE) architecture to redefine its customer relationship environment.
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X06539463
 
 SOURCE  Compaq Computer Corporation