0001645590false00016455902023-05-262023-05-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM |
8-K |
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CURRENT REPORT |
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PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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May 26, 2023 |
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Date of Report (Date of Earliest Event Reported) |
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| HEWLETT
PACKARD ENTERPRISE COMPANY |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-37483 |
47-3298624 |
(State or other jurisdiction
of incorporation) |
(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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1701 East Mossy Oaks Road, |
Spring, |
TX |
77389 |
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(Address
of principal executive offices)
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(Zip code) |
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(678) |
259-9860 |
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(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange
Act: |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common stock, par value $0.01 per share |
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HPE |
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NYSE |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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☐ |
Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On May 26, 2023, H3C Holdings Limited (“H3C Holdings”) and Izar
Holding Co. (“Izar”, and together with H3C Holdings, the “HPE
Parties”), each a wholly-owned subsidiary of Hewlett Packard
Enterprise Company (“Hewlett Packard Enterprise”, “HPE”, or the
“Company”), entered into a Put Share Purchase Agreement (the “Share
Purchase Agreement”) with Unisplendour International Technology
Limited (“UNIS”), a Hong Kong incorporated company and subsidiary
of Unisplendour Corporation, an information technology services
company, governing the sale of all of the shares of H3C
Technologies Co., Limited (“H3C”) held by the HPE Parties (the
“Shares”), which represent 49% of the total issued share capital of
H3C.
The Share Purchase Agreement was entered into pursuant to the terms
of the Shareholders' Agreement previously entered into between the
parties as of May 1, 2016, as amended from time to time including,
most recently, on October 28, 2022 (the “Shareholders' Agreement”)
and the notice that the HPE Parties delivered to UNIS of the
exercise of their right to put to UNIS, for cash consideration, all
of the Shares (the “Put Notice”).
Pursuant to and subject to the terms and conditions of the Share
Purchase Agreement, the HPE Parties shall sell to UNIS all of their
Shares, with full title and free from all encumbrances (the
“Transaction”), for total cash consideration of USD $3.5 billion
(the “Consideration”).
Pursuant to and subject to the terms and conditions of the Share
Purchase Agreement, the HPE Parties and UNIS have agreed to various
covenants and agreements, including, among other things, (i) for
UNIS to use its best endeavors to obtain all internal and external
approvals, consents, and/or filings, (ii) for UNIS to keep the HPE
Parties reasonably and timely informed of the status of such
approvals, consents, and/or filings, (iii) for the HPE Parties to
not unreasonably withhold or delay their approval or consent for
any action taken by UNIS in connection with the Transaction
(including the financing of the Transaction by UNIS), to the extent
such approval or consent is required, (iv) for the HPE Parties to
use their best efforts to provide all information and documentation
reasonably requested by UNIS in connection with UNIS’ obtaining any
consents, waivers, or approvals of any relevant governmental
authority necessary to consummate the Transaction, (v) to cooperate
in connection with any correspondence or interactions with
government authorities in relation to the Transaction, (vi)
arrangements governing the payment and disposition of dividends by
H3C for the period between the signing of the Share Purchase
Agreement and the anticipated closing date of the Transaction,
(vii) to cooperate in the event of a material adverse effect
affecting H3C, (viii) to provide reasonable assistance to each
other for a period of three years after the consummation of the
Transaction with respect to regulatory inquiries, and (ix) to
continue performing the obligations, covenants, and undertakings
under the Shareholders' Agreement. The Share Purchase Agreement
also contains customary representations and warranties of each of
UNIS and the HPE Parties.
The obligations of the HPE Parties, on the one hand, and UNIS, on
the other hand, to effect the Transaction are subject to the
satisfaction or waiver of certain conditions, including: (i)
Unisplendour Corporation having obtained all necessary approvals
from the applicable governmental authorities in the People's
Republic of China in connection with the Transaction, including but
not limited to approval of Unisplendour Corporation’s financing
arrangement, (ii) the clearance of the Transaction, without any
material qualification or imposition of any material additional
requirement or amendment, by any and all relevant antitrust
authorities, (iii) the absence of any law or order that would
prevent the Transaction or the transactions contemplated by the
Share Purchase Agreement, (iv) the approval of the Transaction by
Unisplendour Corporation’s stockholders; (v) the accuracy of all
parties’ representations and warranties; and (vi) compliance by all
parties with their respective covenants in the Share Purchase
Agreement in all material respects. Each party has agreed to use
their best efforts to take all actions to ensure such conditions
are satisfied and that the consummation of the Transaction takes
place within 180 calendar days following the date of signing of the
Share Purchase Agreement, provided that such time period shall be
automatically extended by up to an additional 180 days in order to
obtain the requisite approvals, if any (the “Put Conditions
Period”). The Put Conditions Period shall be subject to an
additional extension of up to an additional 90 days if certain
conditions are met under the Share Purchase Agreement, or as
otherwise agreed by the parties (the “Additional Put Conditions
Period”).
If UNIS defaults in making any payment when due pursuant to the
terms of the Share Purchase Agreement, it shall pay interest on
such amount, such interest to accrue daily and compound monthly.
The HPE Parties must undertake all tax reporting obligations with
the applicable tax authority in the People's Republic of
China.
The Share Purchase Agreement contains termination rights for the
HPE Parties if any of the conditions in clauses (i) through (iv) in
the fifth paragraph above are not satisfied or waived within (as
applicable) the Put Conditions Period
or the Additional Put Conditions Period, provided that neither HPE
Party is in material breach of the Share Purchase Agreement and no
such breach is the primary cause of preventing the satisfaction of
any of the aforementioned conditions.
The foregoing description of the Share Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the actual terms of the Share Purchase Agreement, a
copy of which will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the period ended April 30, 2023.
The Share Purchase Agreement will be filed as an exhibit to provide
investors with information regarding its terms and is not intended
to provide any financial or other factual information about HPE or
UNIS. In particular, the representations, warranties and covenants
contained in the Share Purchase Agreement (i) were made only for
purposes of such agreement and as of specific dates, (ii) were made
solely for the benefit of the parties to the Share Purchase
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 Share Purchase 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. Investors are not third-party
beneficiaries under the Share Purchase Agreement. Moreover,
information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Share
Purchase Agreement, which subsequent information may or may not be
fully reflected in public disclosures by HPE. Accordingly,
investors should not rely on the representations, warranties, and
covenants contained in the Share Purchase Agreement or any
descriptions thereof as characterizations of the actual state of
facts or condition of either of the parties or any of their
respective affiliates.
HPE and its affiliates have engaged in, and are expected to
continue to engage in, other commercial dealings in the ordinary
course of business with H3C, UNIS, and Unisplendour
Corporation.
HPE intends to consider the most appropriate use of such proceeds
in line with its practice of pursuing a balanced, returns-based
approach for capital allocation decisions. HPE may consider a range
of allocation activities, including but not limited to both organic
and strategic investments, return of capital to shareholders,
repayment and/or redemption of outstanding debt, and general
corporate purposes.
Forward-looking statements.
This Form 8-K contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical fact are statements that could be deemed
forward-looking statements, including but not limited to any
projections of financial performance, plans, strategies and
objectives of management for future operations or performance. The
words “believe,” “expect,” “anticipate,” “intend,” “will,” “may,”
and similar expressions are intended to identify such
forward-looking statements. Such statements involve risks,
uncertainties, and assumptions relating, but not limited, to
obtaining all necessary external approvals and consents and/or
making all necessary filings, obtaining approval of the Transaction
from UNIS’ stockholders, the timing and completion of all other
agreements and obligations included in the Share Purchase
Agreement, the timing of the consummation of the Transaction,
including receipt by HPE of the Consideration, and the anticipated
use of the proceeds therefrom. If the risks or uncertainties ever
materialize or the assumptions prove incorrect, the results of HPE
and its consolidated subsidiaries may differ materially from those
expressed or implied by such forward-looking statements and
assumptions. Factors leading to such material differences may
include, without limitation, the risk that the consummation of the
Transaction may be delayed, the risk of any unexpected costs or
expenses resulting from the parties' carrying out the Share
Purchase Agreement and/or the Transaction, the risk of any
litigation relating to the Share Purchase Agreement and/or the
Transaction, and the risk of any delays in obtaining any required
governmental and regulatory approvals, as well as any terms and
conditions of such approvals that could reduce anticipated benefits
or cause the parties to abandon the Transaction. Risks,
uncertainties and assumptions include those that are described in
HPE’s Annual Report on Form 10-K for the fiscal year ended October
31, 2022, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, and that are otherwise described or updated from time to time
in HPE’s Securities and Exchange Commission reports. HPE assumes no
obligation and does not intend to update these forward-looking
statements, except as required by applicable law.
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SIGNATURE |
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Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. |
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HEWLETT PACKARD ENTERPRISE COMPANY |
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DATE: May 26, 2023 |
By: |
/s/ Rishi Varma |
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Name: |
Rishi Varma |
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Title: |
Senior Vice President, General Counsel
and Corporate Secretary |
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Grafico Azioni Hewlett Packard Enterprise (NYSE:HPE)
Storico
Da Set 2023 a Ott 2023
Grafico Azioni Hewlett Packard Enterprise (NYSE:HPE)
Storico
Da Ott 2022 a Ott 2023
