3PAR: HP's $30 / Share - $2B Proposal Is Superior to Dell's Offer

August 27, 2010

HP has increased its proposal to acquire all of the outstanding shares of 3PAR to $30 per share in cash, or an enterprise value of $2.0 billion. The proposal represents an 11 percent premium above the most recent price offered by Dell of $27 per share. HP’s proposal is not subject to any financing contingency and has been approved by HP’s board of directors. Once approved by 3PAR’s board, HP expects the transaction to close by the end of the calendar year.

3PAR's board of directors has determined that the unsolicited proposal by Hewlett-Packard Company to acquire all of 3PAR’s outstanding common stock at $30 per share constitutes a “superior proposal” (as that term is defined in 3PAR’s previously announced merger agreement with Dell). The 3PAR board of directors notified Dell of its intention to terminate the merger agreement with Dell, immediately following the expiration of the three business day period contemplated by, and the satisfaction of the other conditions set forth in, the merger agreement with Dell, in order to enter into the merger agreement with HP on the terms set forth in HP’s acquisition proposal.

The terms of 3PAR’s merger agreement with Dell require the 3PAR board of directors to continue to recommend that 3PAR stockholders accept Dell’s cash tender offer, and tender their 3PAR shares pursuant to Dell’s tender offer, so long as the merger agreement with Dell remains in effect. Accordingly, at this time, since the merger agreement between 3PAR and Dell remains in effect, 3PAR’s board of directors continues to unanimously recommend that 3PAR stockholders accept the cash tender offer made by Dell and tender their shares of 3PAR common stock pursuant to such offer.