HP to Acquire Opsware Inc.
23 Julio 2007 - 6:45AM
Business Wire
HP (NYSE:HPQ) today announced that it has signed a definitive
agreement to purchase Opsware Inc. (Nasdaq:OPSW), a market-leading
data center automation software company, through a cash tender
offer for $14.25 per share, or an enterprise value (net of existing
cash and debt) of approximately $1.6 billion on a fully diluted
basis. Upon closing, the acquisition will enhance HP�s portfolio of
Business Technology Optimization (BTO) software. Combining
Opsware�s solutions with HP�s enterprise IT management software
will deliver a comprehensive and fully integrated solution for IT
automation. Opsware is the latest in a series of strategic software
acquisitions, including Mercury Interactive and Peregrine Systems,
which expands HP�s leadership in BTO. �The acquisition of Opsware
is intended to enable HP Software to help our customers resolve one
of their critical pain points: controlling the increasing
complexity and cost of managing the data center,� said Thomas E.
Hogan, senior vice president, Software, HP. �We expect Opsware�s
outstanding team will help us drive leadership across our BTO
offerings.� Opsware Chief Executive Officer Ben Horowitz said, �We
are about to see one of the biggest application and infrastructure
build-outs in history. The addition of Opsware to the HP Software
portfolio will make HP the obvious choice for powering the next
generation of data centers to come.� The acquisition of Opsware is
intended to extend HP Software�s capabilities to automate the
entire data center � from initial provisioning of servers, networks
and storage devices to managing ongoing changes and compliance
requirements � with integrated process automation, removing the
latency inherent in today�s IT environments. �Following last year�s
acquisition of Mercury Interactive, the addition of Opsware is
expected to enhance HP�s standing as one of the world�s leading
software companies and drive profitable growth for HP,� said Ann
Livermore, executive vice president, Technology Solutions Group,
HP. �With this strategic acquisition, I believe customers will see
HP as the clear vendor of choice to help them transform how they
manage and automate IT to drive better business outcomes.�
Following the close of the transaction, Opsware will become part of
the HP Software business. At that time, HP also expects to appoint
Ben Horowitz to lead the Business Technology Optimization
organization reporting to Thomas E. Hogan, senior vice president,
HP Software. The acquisition will be conducted by means of a tender
offer for all of the outstanding shares of Opsware, followed by a
merger of Opsware with an HP subsidiary. The tender offer is
subject to a number of customary closing conditions, including
regulatory approvals, and is expected to close before the end of
HP�s fourth fiscal quarter of 2007. THIS PRESS RELEASE IS FOR
INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION
AND THE OFFER TO BUY SHARES OF OPSWARE COMMON STOCK WILL BE MADE
ONLY PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT HP
INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.
OPSWARE STOCKHOLDERS AND OTHER INVESTORS SHOULD READ THESE
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. ONCE FILED,
OPSWARE STOCKHOLDERS AND OTHER INVESTORS WILL BE ABLE TO OBTAIN
COPIES OF THE TENDER OFFER STATEMENT ON SCHEDULE �TO,� THE OFFER TO
PURCHASE AND RELATED DOCUMENTS WITHOUT CHARGE FROM THE SECURITIES
AND EXCHANGE COMMISSION THROUGH THE COMMISSION�S WEBSITE AT
WWW.SEC.GOV. OPSWARE STOCKHOLDERS AND OTHER INVESTORS ALSO WILL BE
ABLE TO OBTAIN COPIES OF THESE DOCUMENTS, WITHOUT CHARGE, FROM
INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE
OFFER, AT +1 877 750 5838 OR BY EMAIL AT INFO@INNISFREEMA.COM, FROM
J.P. MORGAN SECURITIES, INC, THE DEALER MANAGER FOR THE OFFER, AT
+1 877 371 5947, OR FROM HP. STOCKHOLDERS AND OTHER INVESTORS ARE
URGED TO READ CAREFULLY THOSE MATERIALS PRIOR TO MAKING ANY
DECISIONS WITH RESPECT TO THE OFFER. About Opsware Opsware, a
leading data center automation company, unlocks the promise of
technology by accelerating IT to zero latency. The company�s
software, the Opsware System, automates the entire data center,
from provisioning to patching, configuration to compliance and
discovery to deployment, turning data center operations into a
competitive advantage for business. Opsware�s technology is used by
hundreds of companies worldwide including banks, service providers,
retailers, manufacturers and Internet companies with IT
environments ranging from hundreds to tens of thousands of servers,
network devices, storage devices and IT processes. More information
on Opsware (Nasdaq:OPSW) is available at www.opsware.com. About HP
HP focuses on simplifying technology experiences for all of its
customers � from individual consumers to the largest businesses.
With a portfolio that spans printing, personal computing, software,
services and IT infrastructure, HP is among the world�s largest IT
companies, with revenue totaling $97.1 billion for the four fiscal
quarters ended April 30, 2007. More information about HP is
available at www.hp.com. Note to editors: More news from HP,
including links to RSS feeds, is available at
www.hp.com/hpinfo/newsroom/. Forward-looking statements This news
release contains forward-looking statements that involve risks,
uncertainties and assumptions. If such risks or uncertainties
materialize or such assumptions prove incorrect, the results of HP
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 the expected benefits and costs of the
transaction; management plans relating to the transaction; the
expected timing of the completion of the transaction; the ability
to complete the transaction considering the various closing
conditions, including those conditions related to regulatory
approvals; any statements of the plans, strategies and objectives
of management for future operations, including the execution of
integration plans; 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 transaction may
not be timely completed, if at all; that, prior to the completion
of the transaction, Opsware�s 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 from time to time in
HP�s and Opsware�s Securities and Exchange Commission reports,
including but not limited to the risks described in HP�s Quarterly
Report on Form 10-Q for the fiscal quarter ended April 30, 2007 and
Opsware�s Quarterly Report on Form 10-Q for the fiscal quarter
ended April 30, 2007. HP assumes no obligation and does not intend
to update these forward-looking statements. � 2007 Hewlett-Packard
Development Company, L.P. The information contained herein is
subject to change without notice. HP shall not be liable for
technical or editorial errors or omissions contained herein.
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