January 12, 2024 | Technology | North America | Active

Juniper Networks / Hewlett Packard : Deal Insight

On 9-Jan-24, Hewlett Packard Enterprise (“HPE”) agreed to acquire networking gear maker Juniper Networks (“Juniper”) for approximately $14bn, or $40 per share in cash. The offer price represents a 32.4% takeover premium to Juniper’s undisturbed price on 8-Jan-24, before media reported a possible deal. Juniper is permitted to continue paying its regular quarterly dividends moving forward, so long as these do not exceed $0.22 per share. The deal received unanimous approval from both companies’ boards, and conditions to closing include antitrust approvals, including under HSR and from the EC and other foreign jurisdictions, foreign investment clearances, and a Juniper vote (50%). An HPE shareholder vote is not required. The preliminary proxy is expected to be filed within 20 business days, by 7-Feb-24. The merger agreement contains customary clauses on representations, warranties, covenants, and MAC, with specific carve-outs for pandemics and war. A reasonable best efforts covenant stipulates that the companies must offer appropriate remedies to address antitrust concerns, and such remedies could include ...

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