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HP really wants 3PAR, but will Dell let go?

28 August 2010 , Written by Dhruv Tanwar
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HP has, yet again, revised its offer for 3PAR, the virtualized storage solutions company that is sought after by rival Dell.

corporate_battleA quick recap of the bidding thus far - Dell initially bid $18 per share, but was outdone by HP's offer of $24 per share. Consequently, Dell revised its bid to $24.30 per share, prompting HP's response of a revised offer of $27 per share that valued 3PAR at $1.8 billion. Soon thereafter, Dell upped its bid to $27 per share, matching HP's offer and putting out a statement saying that 3PAR had accepted this revised offer, ostensibly under a provision in the existing agreement between the companies that allows Dell to match competing bids. (Turns out, the 3PAR board is bound by the agreement to recommend Dell's offers to stockholders, but more on that later.)

HP, therefore, responded with its third revision, increasing its proposal to acquire all outstanding 3PAR shares for $30 per share in cash, this time valuing the enterprise at $2 billion, a far cry from the $1.15 billion as per Dell's original offer. HP said its proposal represents an 11 percent premium above the most recent price offered by Dell, the $27 per share it bid to match HP's previous offer.

3PAR, in the meanwhile, is elated being the center of attention of both rival suitors. Seeing its stock spiral in value with each passing day could be nothing short of a dream come true.  However, to clarify its stance, the company's board put out a statement terming the “unsolicited proposal” by Hewlett-Packard Company to acquire all of its outstanding common stock at $30 per share a “superior proposal.”

“Superior Proposal” is the term defined in 3PAR’s previously announced merger agreement with Dell. The statement also said that the company's board has notified Dell of its intention to terminate their merger agreement, immediately following the expiration of the three business day period and the satisfaction of the other conditions set forth in the merger agreement, “in order to enter into the merger agreement with HP on the terms set forth in HP’s acquisition proposal.” Even so, there is definitely some humor in the situation. According to the terms of 3PAR’s merger agreement with Dell, the 3PAR board of directors has to continue to recommend to 3PAR stockholders to accept Dell’s cash tender offer so long as the merger agreement with Dell remains in effect. Therefore, despite calling HP's offer a “superior proposal”, the 3PAR board clarified in its statement, that it is still recommending unanimously that 3PAR stockholders accept the cash tender offer made by Dell.

What everyone is definitely waiting to see, is a “superior proposal” from Dell, and whether that will mark the beginning of round four.
 

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