3PAR Determines Revised HP Proposal Is Superior
HP's revised proposal of $33 per share values 3PAR at approximately $2.4B
3PAR, the leading global provider of utility storage, recently announced that it received a revised proposal from Hewlett-Packard Company ("HP") 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 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 $92M 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.
About 3PAR
3PAR is the leading global provider of utility storage, a category of highly virtualized, dynamically tiered, multi-tenant storage arrays built for public and private cloud computing. Our virtualized storage platform was built from the ground up to be agile and efficient and to eliminate the limitations of traditional storage arrays for utility infrastructures. As a pioneer of thin provisioning and other storage virtualization technologies, we design our products to reduce power consumption to help companies meet their green computing initiatives and to cut storage total cost of ownership. 3PAR customers have used our self-managing, efficient, and adaptable utility storage systems to reduce administration time and provisioning complexity, to improve server and storage utilization, and to scale and adapt flexibly in response to continuous growth and changing business needs. For more information, visit www.3PAR.com.
SOURCE: 3PAR