HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE) Files An 8-K Other Events
Item8.01.
| Other Events |
Consummation of the Offer and Completion of the
Merger
The disclosure under the Introductory Note is incorporated herein
by reference. The Offer and all withdrawal rights thereunder
expired at the end of the day, 12:00 midnight, New York City
time, on April13, 2017. Citibank, N.A., the depositary for the
Offer (the Depositary), has advised HPE and Merger Sub
that, as of the expiration of the Offer, an aggregate of
75,566,796 Shares were validly tendered and not validly withdrawn
to the Offer, representing approximately 80.8% of the Shares then
outstanding. Merger Sub accepted for payment all Shares that were
validly tendered and not validly withdrawn to the Offer, and
payment of the Offer Price for such Shares will be promptly made
by the Depositary.
On April17, 2017, to the terms of the Merger Agreement and in
accordance with Section251(h)of the General Corporation Law of
the State of Delaware, Merger Sub merged with and into Nimble
Storage (the Merger) with Nimble Storage continuing as the
surviving corporation (the Surviving Corporation). Upon
completion of the Merger, Nimble Storage became a wholly owned
subsidiary of HPE.
to the Merger Agreement, at the effective time of the Merger (the
Effective Time), each outstanding Share (other than Shares
held (i)by Nimble Storage as treasury stock or by HPE or Merger
Sub, which Shares were canceled and have ceased to exist, (ii)by
any wholly owned subsidiary of Nimble Storage or any wholly owned
subsidiary of HPE (other than Merger Sub), which Shares were
converted into such number of shares of common stock of the
Surviving Corporation so as to maintain relative ownership
percentages or (iii)by any Nimble Storage stockholders who
validly exercised appraisal rights under Delaware law with
respect to such Shares) was automatically canceled and converted
into the right to receive an amount in cash equal to the Offer
Price, without interest thereon and less any applicable
withholding taxes.
to the terms of the Merger Agreement (i)effective as of the
Effective Time, all vested and in-the-money Nimble Storage stock
options and 50% of the unvested in-the-money Nimble Storage stock
options held by Nimble Storages Chief Executive Officer were
canceled in exchange for an amount in cash equal to the Offer
Price, less the option exercise price, (ii)effective as of the
Effective Time, each other in-the-money Nimble Storage stock
option was assumed by HPE and converted into an HPE stock option,
(iii)each Nimble Storage stock option that was out-of-the money,
whether vested or unvested, was canceled and terminated without
consideration upon the Effective Time, (iv)effective as of
immediately prior to the Effective Time, each Nimble Storage
restricted stock unit held by any non-employee director of Nimble
Storage and 50% of the unvested Nimble Storage restricted stock
units held by Nimble Storages Chief Executive Officer were
converted into the right to receive an amount in cash equal to
the Offer Price, (v)effective as of the Effective Time, each
other unvested Nimble Storage restricted stock unit was assumed
by HPE and converted into an HPE restricted stock unit,
(vi)effective as of the Effective Time, each share of restricted
Nimble Storage common stock was converted into an amount of
restricted cash equal to the Offer Price payable over the same
vesting schedule as the restricted shares and (vii)effective as
of immediately prior to the Effective Time, each Nimble Storage
restricted stock unit with TSR performance metrics that was
considered earned based on actual achievement of the applicable
TSR performance metrics through three business days prior to the
Effective Time was converted into (A)for the pro rata portion of
the award that was earned, with such proration determined based
on the time elapsed between the beginning of the three-year
performance period through the date on which the Effective Time
occurred (or, in the case of Nimble Storages Chief Executive
Officer, 50% of the earned portion of the award), an immediate
cash payment equal to the Offer Price or (B)for the remaining
portion of the award earned, an HPE service-based restricted
stock unit.
2
The aggregate consideration paid by Merger Sub in the Offer and
the Merger was approximately $1.0 billion, net of cash acquired
and without giving effect to HPEs related transaction fees and
expenses. HPE and Merger Sub funded the payment of the aggregate
consideration from HPEs available cash on hand.
The foregoing description of the Offer, the Merger and the Merger
Agreement and the transactions contemplated thereby is not
complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit99.1 to the Current
Report on Form8-K filed by HPE with the SEC on March7, 2017 and
which is incorporated herein by reference.
Communications
On April17, 2017, HPE issued a press release announcing the
consummation of the Merger. The press release is attached as
Exhibit99.2 hereto and is incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits |
(d)Exhibits. See Exhibit Index.
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About HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE)
Hewlett Packard Enterprise Company is a provider of technology solutions. The Company operates through five segments: Enterprise Group, Software, Enterprise Services, Financial Services and Corporate Investments. The Enterprise Group segment provides its customers with the technology infrastructure they need to optimize traditional information technology (IT). The Software segment allows its customers to automate IT operations to simplify, accelerate and secure business processes and drives the analytics that turn raw data into actionable knowledge. The Enterprise Services segment brings all of its solutions together through its consulting and support professionals. The Financial Services segment enables flexible IT consumption models, financial architectures and customized investment solutions for its customers. The Corporate Investments segment includes Hewlett Packard Labs and certain business incubation projects, among others. HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE) Recent Trading Information
HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE) closed its last trading session 00.00 at 17.99 with 16,281,369 shares trading hands.