3par Finally for HP, not Dell

Below are three press releases ending the long battle between HP and Dell to acquire 3PAR:
1/ HP Announces Revised Offer Price for 3PAR of $33 per Share in Cash
2/ 3PAR Determines Revised HP Proposal Is Superior
3/ Dell Declines to Revise Bid for 3PAR, Ends Acquisition Discussions
4/ HP to Acquire 3PAR

1/ HP Announces Revised Offer Price for 3PAR
of $33 per Share in Cash

Hewlett-Packard Company is increasing its tender offer to acquire all of the outstanding shares of 3PAR Inc. to $33 per share in cash.

HP’s tender offer commenced on August 27, 2010 and it is scheduled to expire at 12:00 midnight, New York City time on September 24, 2010, subject to customary tender offer conditions being satisfied. The final closing of the acquisition is expected to occur by the end of the calendar year.

2/ 3PAR Determines Revised HP Proposal Is Superior
HP’s Revised Proposal of $33 per Share Values 3PAR
at Approximately $2.4 billion

3PAR, Inc. received a revised proposal from Hewlett-Packard Company to acquire all of 3PAR’s outstanding common stock at $33 per share, which is an increase from its previously announced offer price of $30 per share.

The 3PAR board of directors has determined that HP’s revised proposal constitutes a ‘Superior Proposal’ (as that term is defined in 3PAR’s merger agreement with Dell). Accordingly, 3PAR notified Dell Inc. of its intention to terminate its merger agreement with Dell immediately following the expiration of the three business day period contemplated by, and the satisfaction of the other conditions set forth in, its merger agreement with Dell in order to enter into a merger agreement with HP on the terms set forth in HP’s revised acquisition proposal.

Although 3PAR previously notified Dell of its intention to terminate its merger agreement with Dell, the merger agreement was not terminated and remains in full force and effect. Following 3PAR’s notice of intent to terminate the merger agreement, and prior to receiving HP’s revised acquisition proposal, 3PAR received a revised acquisition proposal from Dell in which Dell increased its offer price from $27 per share to $32 per share. Dell’s revised acquisition proposal also included an increased termination fee of $92 million payable by 3PAR to Dell as a condition to accepting a ‘superior proposal,’ and a multi-year reseller agreement with Dell, which would by its terms be assumed by an acquirer of, or successor in interest to, 3PAR in the event of a change in control of 3PAR (including the acquisition of 3PAR by HP or another third party), and which contained fixed pricing and other terms that the 3PAR board of directors determined to be unacceptable.

The terms of 3PAR’s merger agreement with Dell require the 3PAR board of directors to continue to recommend that 3PAR stockholders accept Dell’s cash tender offer, and tender their 3PAR shares pursuant to Dell’s tender offer, so long as the merger agreement with Dell remains in effect. Accordingly, at this time, since the merger agreement between 3PAR and Dell remains in effect, 3PAR’s board of directors continues to unanimously recommend that 3PAR stockholders accept the cash tender offer made by Dell and tender their shares of 3PAR common stock pursuant to such offer.

3/ Dell Declines to Revise Bid for 3PAR,
Ends Acquisition Discussions

Dell Inc. will not increase its most recent proposal to acquire 3PAR, Inc., and that Dell has ended its discussions regarding a potential acquisition. Dell is entitled to receive a $72 million break-up fee from 3PAR upon the termination of its merger agreement.

Dell’s final offer to acquire 3PAR was not accepted by 3PAR’s board of directors. Dell’s improved offer included a proposed commercial relationship and an increased break-up fee.

"We took a measured approach throughout the process and have decided to end these discussions," said Dave Johnson, senior vice president, corporate strategy.

"We will continue to put the interests of our customers and shareholders at the forefront of all our decisions," said Brian Gladden, chief financial officer. "Our focus is to create long-term value."

Dell is focused on creating open, affordable and capable enterprise solutions designed to help customers. The company has an industry-leading portfolio of enterprise solutions, including servers, storage, networking and services. Dell’s commercial enterprise solutions revenue grew 43 percent year over year in the company’s second fiscal quarter and is now a $17 billion annualized business.

"We believe our strategy of creating open, affordable and capable solutions resonates well with customers and will enable us to continue to outgrow the industry," said Mr. Johnson.

4/ HP to Acquire 3PAR

• Companies enter into definitive merger agreement
• 
  Combination will accelerate HP’s Converged Infrastructure strategy and drive growth in key storage markets
• 
  Acquisition will strengthen HP’s unparalleled storage, server and networking portfolio

Hewlett-Packard Company and 3PAR Inc. entered into a definitive agreement under which HP will purchase 3PAR through a cash tender offer of $33 per share in cash, or an enterprise value of $2.35 billion. The transaction has been approved by the boards of directors of both companies.

Combining 3PAR’s leading-edge utility storage products with HP’s existing storage solutions will strengthen HP’s unparalleled storage, server and networking portfolio. 3PAR will accelerate HP’s highly successful Converged Infrastructure strategy by driving growth in the fast-growing virtual data center and cloud computing markets. HP’s global presence, commitment to innovation and proven track record of integrating acquisitions will provide growth opportunities for 3PAR going forward.

“HP and 3PAR is a winning combination that will accelerate HP’s Converged Infrastructure strategy and bolster our ability to provide customers with the industry’s highest levels of performance, efficiency and reliability,” said Dave Donatelli, executive vice president and general manager, Enterprise Servers, Storage and Networking, HP. “We intend to invest in 3PAR’s technology to create long-term value for our stakeholders.”

“As part of HP, 3PAR’s agile, efficient storage solutions will truly thrive, particularly given HP’s ability to accelerate investment in our products and reach new customers around the world,” said David Scott, president and chief executive officer, 3PAR. “3PAR has built a reputation for delivering enterprises and cloud computing service providers the ability to do more with less. HP’s global reach, strong routes to market and our shared culture of innovation will allow even more organizations to experience the transformative value of 3PAR’s technology.”

3PAR also announced that it has terminated its merger agreement with Dell Inc. and paid Dell the $72 million termination fee required to be paid to Dell as a condition to terminating the merger agreement.

HP’s cash tender offer commenced on August 27, 2010 and it is scheduled to expire at 12:00 midnight, New York City time on September 24, 2010, subject to customary tender offer conditions being satisfied. The final closing of the acquisition is expected to occur by the end of the calendar year. HP also announced today the satisfaction of the conditions to its tender offer related to (1) the termination of 3PAR’s merger agreement with Dell and the execution of a definitive merger agreement with HP, and (2) the inapplicability of Section 203 of the Delaware General Corporation Law to HP’s tender offer and proposed merger with 3PAR.