8-KMaterial AgreementsRegulation FDExhibits & Filings

Hewlett Packard Enterprise Co 8-K Report, Material Agreement (May 17, 2019)

Filed May 17, 2019For Securities:HPEHPE-PC

Summary

Hewlett Packard Enterprise Company (HPE) announced a significant strategic move with the definitive Agreement and Plan of Merger to acquire Cray Inc. for $35 per share in cash. This acquisition positions HPE to enhance its high-performance computing (HPC) capabilities, a critical area for future growth in the technology sector. The deal is structured as an all-cash transaction, with Cray becoming a wholly owned subsidiary of HPE upon completion. Investors should note that this acquisition is subject to customary closing conditions, including regulatory approvals and shareholder approval from Cray. The announcement also includes details on the treatment of Cray's outstanding equity awards, with vested options and RSUs being cashed out, and unvested awards converting to HPE equity or cash, subject to specific terms. HPE has also provided exhibits including the merger agreement, a press release, and an investor presentation to offer further details on the transaction.

Key Highlights

  • 1HPE enters into a definitive merger agreement to acquire Cray Inc. for $35 per share in an all-cash transaction.
  • 2The acquisition aims to strengthen HPE's position in the high-performance computing (HPC) market.
  • 3Cray Inc. will become a wholly owned subsidiary of HPE upon completion of the merger.
  • 4The deal is subject to customary closing conditions, including shareholder approval from Cray and regulatory clearances.
  • 5Vested Cray stock options and RSUs will be cashed out, while unvested awards will be converted into HPE equity or cash.
  • 6Cray is subject to customary covenants, including not soliciting alternative acquisition proposals, and a termination fee of $46 million under specific circumstances.
  • 7HPE has filed relevant exhibits including the merger agreement, a press release, and an investor presentation.

Frequently Asked Questions

The primary strategic rationale for HPE acquiring Cray is to significantly enhance HPE's high-performance computing (HPC) capabilities. This acquisition is expected to bolster HPE's offerings in a critical and growing market segment, enabling them to better serve customers with demanding computational needs.

The acquisition is valued at $35 per share in cash for each share of Cray Inc. common stock. The total transaction value will depend on the number of outstanding shares of Cray common stock at the time of closing.

Yes, the merger is subject to several conditions, including the approval of the merger agreement by Cray's shareholders, the absence of injunctions or legal restraints, expiration or termination of the waiting period under the Hart-Scott-Rodino Act and other required regulatory approvals, accuracy of representations and warranties, compliance with covenants, and the absence of a material adverse effect on Cray.

Vested Cray stock options will be canceled in exchange for cash equal to the difference between the merger consideration ($35) and the exercise price. Unvested options will be converted into HPE stock options under similar terms. Vested Cray RSUs will be cashed out at $35 per share. Unvested Cray RSUs will be converted into HPE RSUs under similar terms. Certain other equity awards, like performance-based RSUs and restricted stock awards held by non-employee directors, will be converted or cashed out based on specific terms outlined in the merger agreement.