MANAGER TALKING POINTS
What is the news?
How did today’s announcement come about?
How does the transaction work?
What happens between now and closing? Will HP take over the company immediately?
Why can’t you tell employees more about what is going to happen?
• HP and ArcSight, Inc. announced today that they have signed a definitive agreement for HP
to acquire ArcSight, a leading security and compliance management company, for $43.50
per share, or an enterprise value of $1.5 billion.
• The combination of HP and ArcSight will improve security, reduce risk and facilitate
compliance at a lower cost for customers. ArcSight’s superior technology is highly
complementary with HP’s existing security portfolio of hardware, software and services.
• ArcSight’s Board of Directors accepted an offer from HP for $43.50 a share.
• Details of the process and the transaction are provided in the documents that were filed with
the SEC in relation to the tender offer. All ArcSight employees are encouraged to read these
documents, which can be found at http://ir.arcsight.com/sec.cfm and not to speculate on what
may or may not happen.
• The Form 8-K and the merger agreement that were filed with the SEC have details about the
transaction. Briefly, the merger agreement requires that the tender offer be launched within
10 business days.
• The completion of the tender offer is subject to the standard minimum 20 business day offer
period and customary closing conditions including regulatory clearances. Closing of the
transaction is anticipated before the end of the year. All ArcSight employees are encouraged
to read the SEC filings, which can be found at http://ir.arcsight.com/sec.cfm and not to
speculate on what may or may not happen.
• Closing of the transaction is anticipated before the end of the year. Until closing, the two
companies remain separate in order to stay in compliance with antitrust regulations, pending
completion of the normal an