HEWLETT PACKARD ENTERPRISE COMPANY (NYSE:HPE) Files An 8-K Other Events

Item8.01.

Merger Agreement

On March6, 2017, Hewlett Packard Enterprise Company, a Delaware
corporation (HPE), Nebraska Merger Sub,Inc., a Delaware
corporation and a wholly owned subsidiary of HPE (Merger
Sub), and Nimble Storage,Inc., a Delaware corporation
(Nimble Storage), entered into a definitive Agreement and
Plan of Merger (the Merger Agreement).

to and subject to the terms and conditions of the Merger
Agreement, Merger Sub will commence an all-cash tender offer (the
Offer) for any and all of Nimble Storages outstanding
shares of common stock, par value $0.001 per share (the
Shares), at a purchase price of $12.50 per Share (the
Offer Price), net to the seller in cash, without interest,
and subject to any required withholding of taxes.Under the Merger
Agreement, Merger Sub is required to commence the Offer within
ten business days after the date of the Merger Agreement. The
Offer will remain open for a minimum of 20 business days from the
date of commencement.

The obligation of Merger Sub to purchase Shares tendered in the
Offer is subject to customary closing conditions, including
(i)immediately prior to the expiration of the Offer, a number of
Shares must have been validly tendered and not validly withdrawn
that, when added to the number of Shares (if any) then owned by
HPE or Merger Sub, equals at least one Share more than half of
all Shares then outstanding, (ii)the expiration or termination of
applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, (iii)the relevant approvals
under the antitrust and competition laws of Germany and Austria
have been obtained, (iv)the absence of injunctions or other legal
restraints preventing the consummation of the Offer or the Merger
(as defined below), (v)the accuracy of the representations and
warranties made by Nimble Storage in the Merger Agreement,
subject to specified materiality qualifications, (vi)compliance
by Nimble Storage with its covenants in the Merger Agreement in
all material respects, (vii)the absence of a Material Adverse
Effect (as defined in the Merger Agreement) on Nimble Storage
since the date of the Merger Agreement that is continuing and
(viii)the other conditions set forth in Annex I to the Merger
Agreement. The consummation of the Offer is not subject to a
financing condition and HPE expects to finance the payment of the
applicable consideration in the Offer and the Merger with cash on
hand.

Following the completion of the Offer, subject to the absence of
injunctions or other legal restraints preventing the consummation
of the Merger, Merger Sub will merge with and into Nimble
Storage, with Nimble Storage surviving the merger as a wholly
owned subsidiary of HPE (the Surviving Corporation), to
the procedure provided for under Section251(h)of the Delaware
General Corporation Law (the Merger).The Merger will be
effected as soon as practicable following the acceptance for
payment by Merger Sub of Shares validly tendered and not
withdrawn in the Offer, without a vote on the adoption of the
Merger Agreement by Nimble Storage stockholders.

At the effective time of the Merger (the Effective Time),
each issued and outstanding Share (other than Shares owned by
(i)Nimble Storage, HPE or Merger Sub, which Shares will be
canceled and will cease to exist, (ii)any subsidiary of Nimble
Storage or any subsidiary of HPE (other than Merger Sub), which
Shares will be converted into such number of shares of common
stock of the Surviving Corporation so as to maintain relative
ownership percentages or (iii)stockholders who validly exercise
appraisal rights under Delaware law with respect to such Shares)
will be converted into the right to receive an amount in cash
equal to the Offer Price, without interest, subject to any
required withholding taxes.

to the terms of the Merger Agreement, (i)each Nimble Storage
stock option that is vested as of immediately prior to the
Effective Time (including after giving effect to acceleration of
50% of the unvested Nimble Storage stock options held by Nimble
Storages Chief Executive Officer) will be canceled in exchange
for an amount in cash equal to the Offer Price, less the option
exercise price, (ii)each other Nimble Storage stock option will
be assumed by HPE and converted into an HPE stock option,
(iii)each Nimble Storage restricted stock unit held by any
non-executive director of Nimble Storage and 50% of the unvested
Nimble Storage restricted stock units held by Nimble Storages
Chief Executive Officer will be converted into the right to
receive an amount in cash equal to the Offer Price, (iv)each
other Nimble Storage restricted stock unit will be assumed by HPE
and converted into an HPE restricted stock unit, (v)each share of
restricted Nimble Storage common stock will convert into an
amount of restricted cash equal to the Offer Price payable over
the same vesting schedule as the restricted shares and (vi)each

Nimble Storage restricted stock unit with TSR performance metrics
will be converted based on actual performance through three
business days prior to the Effective Time into (A)for the pro
rata portion of the award that has been earned based on the
achievement of the TSR metrics for the period through the three
business days prior to the Effective Time (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 and (B)for the remaining portion of the award earned,
HPE service-based restricted stock units.

to and subject to the terms and conditions of the Merger
Agreement, Nimble Storage has agreed, among other things, (i)to
carry on its business in the ordinary course during the period
between the execution of the Merger Agreement and the
consummation of the Merger; (ii)subject to certain customary
exceptions set forth in the Merger Agreement to permit Nimble
Storages board of directors to comply with its fiduciary duties,
to recommend that Nimble Storages stockholders accept the Offer
and tender all of their shares to the Offer; (iii)not to solicit
alternative acquisition proposals; and (iv)to certain
restrictions on its ability to respond to any unsolicited
acquisition proposals. The Merger Agreement also contains
customary representations, warranties and covenants of each of
Nimble Storage, HPE and Merger Sub.

The Merger Agreement contains certain customary termination
rights for both HPE and Nimble Storage, including, among others,
by either HPE or Nimble Storage upon the failure of the Offer
conditions to be satisfied or validly waived on or before
September6, 2017, subject to extension by either HPE or Nimble
Storage to December6, 2017 if all conditions to the Offer other
than the conditions relating to regulatory approvals have been
satisfied as of that date.

Upon termination of the Merger Agreement under specified
circumstances, including (i)a termination by Nimble Storage to
enter into an agreement for an alternative transaction that
constitutes a Superior Proposal (as defined in the Merger
Agreement) or (ii)a termination by HPE due to a change in the
Nimble Storage boards recommendation in favor of the Offer,
Nimble Storage is required to pay HPE a termination fee of
approximately $40.8 million.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the actual terms of the Merger Agreement, a copy of
which is attached hereto as Exhibit99.1 and incorporated herein
by reference. The Merger Agreement has been included to provide
investors with information regarding its terms and is not
intended to provide any financial or other factual information
about Nimble Storage, HPE or Merger Sub. In particular, the
representations, warranties and covenants contained in the Merger
Agreement (i)were made only for purposes of that agreement and as
of specific dates, (ii)were made solely for the benefit of the
parties to the Merger Agreement, (iii)may be subject to
limitations agreed upon by the parties, including being qualified
by confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
rather than establishing those matters as facts and (iv)may be
subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Merger
Agreement, which subsequent information may or may not be fully
reflected in public disclosures by HPE or Nimble Storage.
Accordingly, investors should read the representations and
warranties in the Merger Agreement not in isolation but only in
conjunction with the other information about HPE or Nimble
Storage and their respective subsidiaries that the respective
companies include in reports, statements and other filings they
make with the U.S. Securities and Exchange Commission (the
SEC).

Tender and Support Agreement

In connection with the execution of the Merger Agreement, certain
stockholders of Nimble Storage (collectively, the
Stockholders) have entered into a Tender and Support
Agreement, dated as of March6, 2017, with HPE and Merger Sub (the
Support Agreement). Subject to the terms and conditions of
the Support Agreement, the Stockholders have agreed, among other
things, to tender their Shares (representing in the aggregate
approximately 21% of the total outstanding Shares) into the
Offer, and, subject to certain exceptions, not to transfer their
shares that are subject to the Support Agreement. The Support
Agreement will terminate with respect to each Stockholder upon
the first to occur of (i)the valid termination of the Merger
Agreement, (ii)the completion of the Merger, (iii)entry into an
amendment or modification of the Merger Agreement or any waiver
of Nimble Storages

rights under the Merger Agreement, in each case that results in a
decrease in the Offer Price or (iv)the mutual written consent of
HPE and such Stockholder.

The foregoing description of the Support Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Support Agreement, which is filed as Exhibit
99.2 hereto and is incorporated herein by reference.

Communications

On March7, 2017, HPE issued the following public communications
in connection with its announcement of the execution of the
Merger Agreement: (i)a press release entitled HPE to Acquire
Nimble Storage to Strengthen Leadership in Hybrid IT, (ii)a blog
post by Antonio Neri, Executive Vice President and General
Manager of the Enterprise Group, Hewlett Packard Enterprise
Company, entitled Nimble Storage to Extend HPE Industry
Leadership in Flash Storage, and (iii)an investor presentation
entitled HPE to Acquire Nimble Storage.

The foregoing communications are attached as Exhibits 99.3, 99.4,
and 99.5 hereto, respectively, each of which is incorporated
herein by reference.

Additional Information and Where to Find
It

The Offer for the outstanding Shares of Nimble Storage has not
yet commenced.This Current Report on Form8-K is for informational
purposes only and is neither an offer to purchase nor a
solicitation of an offer to sell shares, nor is it a substitute
for the tender offer materials that HPE and Merger Sub will file
with the SEC.At the time the tender offer is commenced, HPE and
Merger Sub will file tender offer materials on Schedule TO, and
thereafter Nimble Storage will file a Solicitation/Recommendation
Statement on Schedule 14D-9, with the SEC with respect to the
Offer.THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL
CONTAIN IMPORTANT INFORMATION.HOLDERS OF SHARES OF NIMBLE STORAGE
COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN
THEY BECOME AVAILABLE (AS EACH MAYBE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT HOLDERS OF SHARES OF NIMBLE STORAGE COMMON STOCK SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES.The Offer to Purchase, the related Letter of Transmittal
and certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all holders of Shares at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement will be
made available for free at the SECs website at
www.sec.gov.Additional copies of the tender offer materials may
be obtained for free by directing a written request to Hewlett
Packard Enterprise Company, 3000 Hanover Street, Palo Alto,
California 94304, Attention: Investor Relations, or by calling
(650)857-2246.

In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, HPE and Nimble Storage
file annual, quarterly and current reports and other information
with the SEC. You may read and copy any reports or other
information filed by HPE or Nimble Storage at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on
the public reference room. HPEs and Nimble Storages filings with
the SEC are also available to the public from commercial
document-retrieval services and at the SECs website at
www.sec.gov.

Forward-Looking Statements

This document contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements involve risks,
uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of
HPE and its consolidated subsidiaries could differ materially
from those expressed or implied by such forward-looking
statements and

assumptions. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including any statements regarding the expected
benefits and costs of the Offer, the Merger and the other
transactions contemplated by the Merger Agreement; the expected
timing of the completion of the Offer and the Merger; the ability
of HPE, Merger Sub and Nimble Storage to complete the Offer and
the Merger considering the various conditions to the Offer and
the Merger, some of which are outside the parties control,
including those conditions related to regulatory approvals; any
statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Risks, uncertainties
and assumptions include the possibility that expected benefits
may not materialize as expected; that the Offer and the Merger
may not be timely completed, if at all; that, prior to the
completion of the transaction, Nimble Storages business may not
perform as expected due to transaction-related uncertainty or
other factors; that the parties are unable to successfully
implement integration strategies; and other risks that are
described in HPEs SEC reports, including but not limited to the
risks described in HPEs Annual Report on Form10-K for its fiscal
year ended October31, 2016. HPE assumes no obligation and does
not intend to update these forward-looking statements.

(d)Exhibits.See Exhibit Index.

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 23.07 with 15,560,509 shares trading hands.