PAR has announced it has accepted a matching offer to be acquired by Dell for a price of $27 per share, or approximately $1.8 billion, net of 3PAR's cash. Accordingly, 3PAR and Dell have signed a second amendment to their previously announced merger agreement reflecting the new offer price, and maintaining the termination fee unchanged at $72 million, which is payable in the event that 3PAR receives and accepts another unsolicited acquisition proposal that its board determines to be superior to Dell's increased offer.
The cash tender offer commenced on August 23, 2010 by Dell, through a wholly-owned subsidiary, is for all outstanding shares of 3PAR common stock, without interest, and subject to reduction for any federal back-up withholding or other taxes. The offer documents will be amended to reflect the new offer price, but this will not alter the timing of the acquisition. Unless extended, the tender offer and any withdrawal rights to which 3PAR stockholders may be entitled will expire at midnight, EDT, on Sept. 20, 2010. Following acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement, 3PAR would become a wholly-owned subsidiary of Dell.
The board of directors of 3PAR continues to unanimously recommend that 3PAR stockholders accept Dell's tender offer and tender their shares in such offer.