HP to Acquire 3PAR


o Companies enter into definitive merger agreement

o Combination will accelerate HP's Converged Infrastructure strategy and drive growth in key storage markets

o Acquisition will strengthen HP's unparalleled storage, server and networking portfolio

PALO ALTO and FREMONT, Calif., Sept. 2, 2010 - HP and 3PAR Inc. today announced that they have entered into a definitive agreement under which HP will purchase 3PAR, a leading global provider of utility storage, through a cash tender offer of $33 per share in cash, or an enterprise value of $2.35 billion. The transaction has been approved by the boards of directors of both companies.

Combining 3PAR's leading-edge utility storage products with HP's existing storage solutions will strengthen HP's unparalleled storage, server and networking portfolio. 3PAR will accelerate HP's highly successful Converged Infrastructure strategy by driving growth in the fast-growing virtual data center and cloud computing markets. HP's global presence, commitment to innovation and proven track record of integrating acquisitions will provide growth opportunities for 3PAR going forward.

"HP and 3PAR is a winning combination that will accelerate HP's Converged Infrastructure strategy and bolster our ability to provide customers with the industry's highest levels of performance, efficiency and reliability," said Dave Donatelli, executive vice president and general manager, Enterprise Servers, Storage and Networking, HP. "We intend to invest in 3PAR's technology to create long-term value for our stakeholders."

"As part of HP, 3PAR's agile, efficient storage solutions will truly thrive, particularly given HP's ability to accelerate investment in our products and reach new customers around the world," said David Scott, president and chief executive officer, 3PAR. "3PAR has built a reputation for delivering enterprises and cloud computing service providers the ability to do more with less. HP's global reach, strong routes to market and our shared culture of innovation will allow even more organizations to experience the transformative value of 3PAR's technology."

3PAR also announced that it has terminated its merger agreement with Dell Inc. and paid Dell the $72 million termination fee required to be paid to Dell as a condition to terminating the merger agreement.

HP's cash tender offer commenced on August 27, 2010 and it is scheduled to expire at 12:00 midnight, New York City time on September 24, 2010, subject to customary tender offer conditions being satisfied. The final closing of the acquisition is expected to occur by the end of the calendar year. HP also announced today the satisfaction of the conditions to its tender offer related to (1) the termination of 3PAR's merger agreement with Dell and the execution of a definitive merger agreement with HP, and (2) the inapplicability of Section 203 of the Delaware General Corporation Law to HP's tender offer and proposed merger with 3PAR.

About 3PAR

3PAR® (NYSE: PAR) is the leading global provider of utility storage, a category of highly virtualized, dynamically tiered, multi-tenant storage arrays built for public and private cloud computing. The company's virtualized storage platform was built from the ground up to be agile and efficient and to eliminate the limitations of traditional storage arrays for utility infrastructures. As a pioneer of thin provisioning and other storage virtualization technologies, 3PAR designs its products to reduce power consumption to help companies meet their green computing initiatives and to cut storage total cost of ownership. 3PAR customers have used the company's selfmanaging, efficient, and adaptable utility storage systems to reduce administration
time and provisioning complexity, to improve server and storage utilization, and to scale and adapt flexibly in response to continuous growth and changing business needs. For more information, visit the 3PAR website at www.3PAR.com.

About HP

HP creates new possibilities for technology to have a meaningful impact on people, businesses, governments and society. The world's largest technology company, HP brings together a portfolio that spans printing, personal computing, software, services and IT infrastructure to solve customer problems. More information about HP (NYSE: HPQ) is available at www.hp.com.

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