His departure is likely related to Gateway's inability to reinvigorate its professional and direct businesses despite significant headway in retail.

Our analysis suggests that roughly 67 percent of institutional shareholders would need to vote in favor of the deal in order for it to pass. We view this as highly unlikely, particularly in light of Walter Hewlett's intention to publicly solicit proxies.

While characterized as voluntary, we believe his departure is likely related to Gateway's inability to reinvigorate its professional and direct businesses despite significant headway in retail, which has lower margins.

Many influential insiders now oppose the deal, even though terminating it would presumably lead to management changes.