Will Create Networking Industry Powerhouse with a Proven, Edge-to-Data
Center Set of Solutions and Global Reach
PALO ALTO, Calif. & MARLBOROUGH, Mass.--(BUSINESS WIRE)--Nov. 11, 2009--
HP (NYSE: HPQ) and 3Com Corporation (NASDAQ: COMS) (“3Com”) today
announced that they have entered into a definitive agreement under which
HP will purchase 3Com, a leading provider of networking switching,
routing and security solutions, at a price of $7.90 per share in cash or
an enterprise value of approximately $2.7 billion. The terms of the
transaction have been approved by the HP and 3Com boards of directors.
This combination will transform the networking industry and underscore
HP’s next-generation data center strategy built on the convergence of
servers, storage, networking, management, facilities and services. The
resulting business outcome will help customers simplify the network,
deploy a unique and innovative edge-to-core network fabric for the
enterprise and improve IT service delivery capabilities, all delivered
with best-in-class price-performance.
“Companies are looking for ways to break free from the business
limitations imposed by a networking paradigm that has been dominated by
a single vendor,” said Dave Donatelli, executive vice president and
general manager, Enterprise Servers and Networking, HP. “By acquiring
3Com, we are accelerating the execution of our Converged Infrastructure
strategy and bringing disruptive change to the networking industry. By
combining HP ProCurve offerings with 3Com’s extensive set of solutions,
we will enable customers to build a next-generation network
infrastructure that supports customer needs from the edge of the network
to the heart of the data center.”
“Our extensive product line and innovative technology together with HP’s
breadth and scale will expand our global opportunity,” said Bob Mao,
chief executive officer, 3Com. “3Com’s networking products are based on
a modern architecture which has been designed to offer better
performance, require less power and eliminate administrative complexity
when compared against current network offerings. Our products are
enterprise proven and widely deployed in the world’s largest banks,
manufacturers, Internet service providers, public utilities and
retailers.”
The acquisition of 3Com will dramatically expand HP’s Ethernet switching
offerings, add routing solutions and significantly strengthen the
company’s position in China – one of the world’s fastest-growing markets
– via the H3C offerings. In addition, the combination will add a large
and talented research and development team in China that will drive the
acceleration of innovations to HP’s networking solutions.
3Com also brings to HP best-of-breed network security capabilities
through its TippingPoint portfolio. For the past four years,
TippingPoint has been the leader in Gartner’s “Magic Quadrant” in its
evaluation of leading network security products. Approximately 30
percent of the Fortune 1000 companies have already deployed TippingPoint
intrusion prevention systems.
“We are confident that we can run our entire global business of
300,000-plus employees, including our next-generation data centers,
entirely on the new HP networking solutions,” said Randy Mott, executive
vice president and chief information officer, HP. “Based on our
experience and extensive testing of 3Com’s products, we are planning to
undertake a global rollout within HP as soon as possible after the
completion of the acquisition.”
Under the terms of the merger agreement, 3Com stockholders will receive
$7.90 for each share of 3Com common stock that they hold at the closing
of the merger. The acquisition is subject to customary closing
conditions, including the receipt of domestic and foreign regulatory
approvals and the approval of 3Com’s stockholders. The transaction is
expected to close in the first half of calendar 2010.
HP anticipates that the transaction will be slightly dilutive to fiscal
2010 non-GAAP earnings.
Audio webcast
This afternoon HP will conduct an audio webcast for financial analysts
and stockholders to discuss HP’s agreement to acquire 3Com.
Audio webcast for financial analysts and stockholders: 5 p.m. ET / 2
p.m. PT, hosted by Dave Donatelli, executive vice president and general
manager of Enterprise Servers and Networking at HP. Access the live
audio webcast at www.hp.com/investor/hpwebcast.
About 3Com Corporation
3Com Corporation is a $1.3 billion global enterprise networking
solutions provider that sets a new price-performance standard for
customers. 3Com has three global brands – H3C, 3Com and TippingPoint –
that offer high-performance networking and security solutions to
enterprises large and small. The H3C enterprise networking portfolio – a
market leader in China – includes products that span from the data
center to the edge of the network, while TippingPoint network-based
intrusion prevention systems and network access control solutions
deliver in-depth, no-compromise application, infrastructure and
performance protection.
About HP
HP creates new possibilities for technology to have a meaningful impact
on people, businesses, governments and society. The world’s largest
technology company, HP brings together a portfolio that spans printing,
personal computing, software, services and IT infrastructure to solve
customer problems. More information about HP is available at http://www.hp.com.
Additional information and where to find it
3Com plans to file with the Securities and Exchange Commission and
furnish to its stockholders a proxy statement in connection with the
proposed merger. The proxy statement will contain important information
about the proposed merger and related matters. Investors and
stockholders are urged to read the proxy statement carefully when it
becomes available. Investors and stockholders will be able to obtain
free copies of the proxy statement and other documents filed with the
SEC by 3Com through the website maintained by the SEC at www.sec.gov,
and from 3Com by contacting Investor Relations by mail at 3Com
Corporation, 350 Campus Drive, Marlborough, MA 01752-3064 Attention:
Investor Relations, by telephone at +1 508 323 1198, or by going to
3Com’s Investor Information page on its corporate website at www.3com.com
(click on “Investor Information”, then on “SEC Filings”).
Participants in the solicitation
3Com and HP and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from 3Com
stockholders in connection with the acquisition. Information about HP’s
directors and executive officers is set forth in HP’s proxy statement on
Schedule 14A filed with the SEC on January 20, 2009 and HP’s Annual
Report on Form 10-K filed on December 18, 2008. Information about 3Com’s
directors and executive officers is set forth in 3Com’s proxy statement
on Schedule 14A filed with the SEC on August 7, 2009 and 3Com’s Annual
Report on Form 10-K filed on July 27, 2009. Additional information
regarding the interests of participants in the solicitation of proxies
in connection with the merger will be included in the proxy statement
that 3Com intends to file with the SEC.
Forward-looking statements
This document contains forward-looking statements that involve risks,
uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of HP and
its consolidated subsidiaries, on the one hand, and 3Com and its
consolidated subsidiaries, on the other hand, could differ materially
from those expressed or implied by such forward-looking statements and
assumptions. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including
the expected benefits and costs of the transaction; management plans
relating to the transaction; the expected timing of the completion of
the transaction; the ability to complete the transaction considering the
various closing conditions, including those conditions related to
regulatory approvals; any statements of the plans, strategies and
objectives of management for future operations, including the execution
of integration plans; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. Risks,
uncertainties and assumptions include the possibility that expected
benefits may not materialize as expected; that the transaction may not
be timely completed, if at all; that, prior to the completion of the
transaction, 3Com’s business may not perform as expected due to
transaction-related uncertainty or other factors; that the parties are
unable to successfully implement integration strategies; and other risks
that are described in HP’s SEC reports, including but not limited to the
risks described in HP’s Annual Report on Form 10-K for its fiscal year
ended October 31, 2008 and Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 2009, and 3Com’s SEC reports, including but not
limited to the risks described in 3Com’s Annual Report on Form 10-K for
its fiscal year ended May 29, 2009, and 3Com’s most recent Quarterly
Report on Form 10-Q. Neither HP nor 3Com assumes any obligation and does
not intend to update these forward-looking statements.
© 2009 Hewlett-Packard Development Company, L.P. The information
contained herein is subject to change without notice. HP shall not be
liable for technical or editorial errors or omissions contained herein.
Source: HP
HP
David Shane, +1-650-857-3859
corpmediarelations@hp.com
Christina
Schneider, +1-650-857-8222
corpmediarelations@hp.com
Mylene
Mangalindan, +1-650-236-0005
corpmediarelations@hp.com
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