3PAR Accepts HP's $2 Billion Acquisition Bid

UPDATED: The $30-per-share offer all but ends the four-day bidding war with Dell for the utility storage provider. 3PAR and HP shareholders still need to approve the acquisition.


3PAR's board of directors late Aug. 27 accepted the unsolicited proposal by Hewlett-Packard earlier in the day to acquire their company for $2 billion.

The $30-per-share offer all but ended the four-day bidding war for the utility storage provider. 3PAR and HP shareholders still need to approve the acquisition, a voting process that could take several days to weeks to accomplish.

There was no immediate word from Dell about the development by 12:30 a.m. Pacific time Aug. 28.

In accepting HP's offer, 3PAR's board elected to terminate its original Aug. 23 merger agreement with Dell in lieu of HP's all-cash offer. If the HP offer stands as final, 3PAR-according to its original agreement with Dell-will have to pay Dell a $72 million termination fee.

3PAR Board: HP's a 'Superior' Proposal

The 3PAR board said in a corporate statement that the HP offer constituted a "superior proposal as that term is defined in 3PAR's previously announced merger agreement with Dell" announced Aug. 16.

The Dell versus HP bidding war for the 600-employee enterprise storage company based in Fremont, Calif., took two huge steps only minutes apart Aug. 27.

3PAR received an offer from Dell matching HP's $1.8 billion bid and accepted it, apparently ending the four-day-long, high-stakes bidding war between the two IT superpowers.

Then, almost as soon as the word went out about the apparent end to the bidding process, HP came back with yet another whopping offer, this time for $2 billion, which at $30 per share is about 11 percent higher than Dell's last bid of $27 per share (and $1.8 billion overall).

The final HP offer of $2 billion values 3PAR at some 300 times the company's earnings before interest, taxes, depreciation and amortization during the past year, according to Bloomberg financial data. 3PAR's entire market cap is $1.63 billion.

For the record, the bidding had gone this way: HP made the original approach to 3PAR a few weeks ago at unannounced terms. Dell countered on Aug. 16 with a $1.15 billion bid; HP followed with $1.5 billion, Dell with $1.6 billion, HP with $1.8 billion, capped by Dell's "final" $1.8 billion offer.

Then came the $2 billion-and apparently final-bid from HP, which according to its latest balance sheet currently carries more than $11 billion in cash. Dell reported $7.7 billion in cash reserves in its most recent financial report.

HP does all this without a CEO

An interesting sidebar within this bidding process is that HP carried out its part of the tug of war without an acting CEO.
Former CEO Mark Hurd resigned on Aug. 6 following a sexual harassment claim by former actress and HP event greeter Jodie Fisher. An internal probe said it found no evidence to support her claim but discovered he had filed inaccurate expense reports to conceal a personal relationship with Fisher.

Hurd's severance package gives him until Sept. 7 to exercise options to buy 775,000 common shares. Hurd's "golden parachute" also gave him $12.2 million in cash.

See these other eWEEK stories for a full accounting of the spectacular bidding war between the two IT superpowers:

HP Explains Motives Behind Its Offer for 3PAR
Dell Cloud Storage Chief Explains Scramble for 3PAR
Why 3PAR Is Such a Hot Property

Editor's note: This story has been updated to add detail about former HP CEO Mark Hurd.

Chris Preimesberger

Chris J. Preimesberger

Chris J. Preimesberger is Editor-in-Chief of eWEEK and responsible for all the publication's coverage. In his 13 years and more than 4,000 articles at eWEEK, he has distinguished himself in reporting...