Autonomy integration was a 'sh!t show', HP director tells court

We're honestly not making this up

Autonomy Trial A former HP senior director told London's High Court yesterday that the IT giant's post-buyout integration of British software firm Autonomy was referred to internally as a "shit show".

Manish Sarin, who joined HP in 2010, testified on Wednesday that he'd used the phrase on multiple occasions in relation to the assimilation of Autonomy into HP's software business unit.

Cross-examining Sarin was Robert Miles QC, barrister for former Autonomy CEO Mike Lynch. Taking Sarin through some of his emails dating back to August 2011, Miles read out part of one message sent by the senior director to a colleague.

"And here you say to Mr Levadoux, 'remind me next time never to dial into a Bischoff call'. Mr Levadoux sends back a sort of emoji thing and then you say: 'That is why integration will be a...' That's 'shit show', isn't it?"

Bischoff was one of the people leading HP's efforts to integrate the newly purchased Autonomy into the company. Sarin replied: "Yes, that's what that word is."

The one-time senior director then explained that he thought HP was "a very large company that had – that was sort of set in its ways". Unfortunately for him, Miles then produced another email where Sarin referred to the "integration SS", explained in a reply that SS stood for "shit show", and finally joked: "Now you know why HP Software is called HPSS".

"I was not involved in the integration," Sarin told the court. "This was just me sitting outside as somebody not involved, making comments."

Scatological humour aside, Sarin was called as a witness to help explain to the court how HP had carried out its due diligence on Autonomy prior to the buyout. He oversaw the due diligence process, he said.

Mike Lynch's case, in defence against HP's accusations that he and his then CFO, Sushovan Hussain, committed fraud by cooking the books prior to selling their company, is that HP bungled the integration and operation of Autonomy all on its own without any fraud having been carried out.

Telling the court that he believed Autonomy's hardware sales were as part of appliances rather than standalone hardware sales because "that's what they'd publicly stated" and that Autonomy was "deploying their own software on it and then they're deploying it at the customer", Sarin was robustly challenged by Miles.

"It was open to you," said the barrister, "to ask the question, how much hardware are you selling, Autonomy?"

"I didn't specifically ask that question," replied Sarin. In an email sent after the August 2011 buyout was announced, he had also described Autonomy as "a predominantly software company with little to no services or revenue", in response to a colleague querying whether he knew Autonomy had around $100m in annual revenues from selling Dell hardware.

"So," Miles said, "you were the person who was coordinating the due diligence, you had just been told here that there were sales of 100 million of software – of hardware, sorry, for Dell hardware products. You say that you hadn't understood that at the time of due diligence and you didn't do anything at all to follow this up?"

"Because, as I said, I thought she [Sarin's colleague he was emailing] was wrong," replied Sarin. "This is well after the acquisition and this was in the throes of integration, so I suspected her data was incorrect and she would go look into it when I gave her the colour that I do."

"Well, you don't suggest that she was wrong," shot back Miles, to which Sarin replied: "What I write here is what I would have done normally."

The Autonomy Trial is now predicted to overrun into January 2020. Mike Lynch is due to enter the witness box within the next fortnight and will be giving evidence until the start of the August summer holidays. Like the case, The Register's coverage continues. ®

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