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Hewlett Packard Enterprise Co 8-K Report, Material Agreement (Jul 13, 2020)

Filed July 13, 2020For Securities:HPEHPE-PC

Summary

Hewlett Packard Enterprise Company (HPE) has announced a significant strategic move by entering into a definitive Agreement and Plan of Merger to acquire Silver Peak Systems, Inc. This acquisition, valued at approximately $925 million on a cash-free, debt-free basis, aims to bolster HPE's capabilities in a key growth area. The transaction involves Merger Sub, a wholly owned subsidiary of HPE, merging with Silver Peak, which will then operate as a subsidiary of HPE. This move is expected to enhance HPE's portfolio and market position within its industry. The filing details the terms of the merger agreement, including the consideration to be paid, which will be converted into cash and HPE common stock or equity awards for Silver Peak's shareholders and employees. The deal is subject to customary closing conditions, including regulatory approvals and stockholder approval from Silver Peak. A portion of the total consideration will be held in escrow for indemnification purposes. The announcement also includes forward-looking statements and references to accompanying press releases and investor presentations for further details on the strategic rationale and financial implications.

Key Highlights

  • 1HPE to acquire Silver Peak Systems, Inc. for approximately $925 million (cash-free, debt-free basis).
  • 2The acquisition is structured as a merger where Silver Peak will become a wholly owned subsidiary of HPE.
  • 3Consideration for Silver Peak includes cash and HPE common stock/equity awards for its shareholders and employees.
  • 4The transaction is subject to customary closing conditions, including regulatory approvals (e.g., Hart-Scott-Rodino Act) and Silver Peak stockholder approval.
  • 5$75 million of the total consideration will be held in escrow for indemnification purposes.
  • 6The deal is expected to enhance HPE's product portfolio and market position.
  • 7Accompanying press release and investor presentation provide further details on the transaction.

Frequently Asked Questions

This 8-K filing announces Hewlett Packard Enterprise Company's (HPE) entry into a definitive Agreement and Plan of Merger to acquire Silver Peak Systems, Inc. It outlines the key terms of the acquisition, the purchase price, and the conditions that must be met for the transaction to close.

The total consideration for the acquisition of Silver Peak is approximately $925 million, calculated on a cash-free and debt-free basis.

The merger is subject to several conditions, including the approval of the merger agreement by Silver Peak's stockholders, the expiration or termination of relevant waiting periods under antitrust laws such as the Hart-Scott-Rodino Act and the Austrian Cartel Act, the accuracy of representations and warranties, and the absence of any material adverse effect on Silver Peak.

Silver Peak's common and preferred stock, options, and warrants will be converted into a right to receive a portion of the total consideration. Unvested options and certain restricted stock units held by continuing employees will convert into equivalent equity awards for HPE common stock, subject to vesting requirements. A portion of the consideration is also allocated to Retention RSUs for continuing employees.