8-KOther EventsExhibits & Filings

Hewlett Packard Enterprise Co 8-K Report, Corporate Update (Mar 7, 2017)

Filed March 7, 2017For Securities:HPEHPE-PC

Summary

Hewlett Packard Enterprise Company (HPE) has announced a definitive agreement to acquire Nimble Storage, Inc. through an all-cash tender offer. This strategic move aims to bolster HPE's position in the hybrid IT and flash storage markets. The offer price is $12.50 per share, representing a total transaction value that investors should look for in the accompanying tender offer materials. The acquisition is expected to be financed by HPE's existing cash reserves, indicating a lack of reliance on external financing and potentially signaling financial strength.

Key Highlights

  • 1HPE to acquire Nimble Storage for $12.50 per share in an all-cash tender offer.
  • 2The acquisition is intended to strengthen HPE's presence in the hybrid IT and flash storage sectors.
  • 3The transaction is not subject to a financing condition and will be funded by HPE's cash on hand.
  • 4A tender offer will commence shortly, with a minimum of 20 business days for shareholders to respond.
  • 5Nimble Storage's board of directors is expected to recommend that stockholders accept the offer.
  • 6Certain Nimble Storage stockholders, representing approximately 21% of outstanding shares, have agreed to tender their shares.
  • 7The deal is subject to customary closing conditions, including antitrust approvals in the US, Germany, and Austria.

Frequently Asked Questions

The acquisition of Nimble Storage is primarily aimed at strengthening Hewlett Packard Enterprise's leadership and capabilities in the hybrid IT and flash storage markets. This move is expected to enhance HPE's product portfolio and competitive position within these key technology segments.

HPE plans to finance the acquisition using its existing cash reserves. The filing explicitly states that the transaction is not subject to a financing condition, suggesting that HPE has sufficient liquidity to complete the deal without needing to raise debt or equity.

HPE is offering to acquire all outstanding shares of Nimble Storage for $12.50 per share in cash. This will be conducted through a tender offer. Nimble Storage stockholders will receive this cash amount for each share they tender, net of any required withholding taxes. Certain stock options and restricted stock units will also be converted into cash or new HPE equity awards based on the offer price.

The acquisition is subject to several customary closing conditions. These include the tender of at least a majority of Nimble Storage's outstanding shares, the expiration or termination of waiting periods under antitrust laws (including the Hart-Scott-Rodino Act in the US, and approvals in Germany and Austria), the absence of any injunctions preventing the deal, accuracy of Nimble Storage's representations and warranties, and the absence of a material adverse effect on Nimble Storage.