3PAR Determines Revised HP Proposal Is Superior
HP’s revised proposal of $33 per share values 3PAR at approximately $2.4 billion
Fremont, CA , September 2, 2010—3PAR (NYSE: PAR), the leading global provider of utility storage, today 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 $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 merge