Hewlett-Packard in $2.35 Billion Acquisition of 3PAR

Cleary Gottlieb represented Hewlett-Packard, the computer industry giant, in its acquisition through a cash tender offer of 3PAR Inc., a leading global provider of utility storage. In mid-August, shortly after Dell Inc. entered into a merger agreement to acquire 3PAR for $18.00 per share, HP submitted a competing bid at $24.00 per share for all outstanding shares of 3PAR. Following HP’s announcement, Dell increased its offer; HP then launched a competing tender offer at $27.00 per share. After multiple rounds of bidding, HP prevailed at a price of $33.00 per share, and signed a merger agreement with 3PAR on September 2. The tender offer for all shares of 3PAR is valued at approximately $2.35 billion. The tender offer expired on September 24, and HP exercised the top-up option provided for under the merger agreement and closed a short-form merger with 3PAR on September 27.