HP: Not So Fast Dell, We Want 3Par Too

Hewlett-Packard plans to fight Dell to acquire storage specialist 3Par.

HP has submitted a proposal to 3Par to acquire the company for $24 per share, about $1.6 billion in total. The deal is about one-third higher than the $18 per share that Dell announced last week that it offered to buy 3Par, which at the time was an 87-percent premium over the $9.65 closing price on Aug. 13.

HP's board has approved the deal so now the ball is in the hands of 3Par's board.

HP was already sounding like it had won the battle. In a release, the Palo Alto, Calif.-based vendor said "The addition of 3Par's next-generation storage architecture will accelerate HP's winning Converged Infrastructure strategy, which provides customers with an unmatched portfolio of intellectual property across storage, server and networking solutions."

HP's proposal offers "superior value to 3Par's shareholders," according to Dave Donatelli, executive vice president and general manager, Enterprise Servers, Storage and Networking, HP, in the release. As of 8 a.m. Monday, neither Dell nor 3Par had responded to HP's proposal.

The following is the full text of the letter HP sent to the 3Par's board and David Scott, 3Par president and CEO, regarding its offer:

Dear David:

We are pleased to submit to you and your Board of Directors a proposal to acquire 3PAR, Inc., ("3PAR") which is substantially superior to the Dell Inc. ("Dell") transaction. We are very enthusiastic about the prospect of entering into a strategic transaction with 3PAR and believe that a business combination with HP will deliver significant benefits to your stockholders, customers, employees and partners.

We propose to increase our offer to acquire all of 3PAR outstanding common stock to $24.00 per share in cash. This offer represents a 33.3% premium to Dell's offer price and is a "Superior Proposal" as defined in your merger agreement with Dell. HP's proposal is not subject to any financing contingency. HP's Board of Directors has approved this proposal, which is not subject to any additional internal approvals. If approved by your Board of Directors, we expect the transaction would close by the end of the calendar year.

In addition to the compelling value offered by our proposal, there are unparalleled strategic benefits to be gained by combining these two organizations. HP is uniquely positioned to capitalize on 3PAR's next-generation storage technology by utilizing our global reach and superior routes to market to deliver 3PAR's products to customers around the world. Together, we will accelerate our ability to offer unmatched levels of performance, efficiency and scalability to customers deploying cloud or scale-out environments, helping drive new growth for both companies.

As a Silicon Valley-based company, we share 3PAR's passion for innovation. We have great respect for 3PAR's management team and its employee base, and are excited about the prospect of working together going forward. Our long track record of acquiring companies and integrating them seamlessly into our organization gives us great confidence that this will be a successful combination.

We are including with this letter a draft merger agreement with the same terms as your announced transaction with Dell but which eliminates the termination fee.

We understand that you will first need to communicate this proposal and your Board's determinations to Dell, but we are prepared to execute the merger agreement immediately following your termination of the Dell merger agreement. We also are prepared to commence a cash tender offer reflecting our higher price. Our tender offer would, of course, be conditioned upon your Board of Directors' approval of a transaction with HP.

We look forward to making this opportunity a reality and consummating a mutually beneficial transaction.

Sincerely,

Shane Robison

Executive Vice President and Chief Strategy and Technology Officer

HP