Dell Said to Prepare Sweetened 3Par Bid After HP's Counteroffer

Dell Inc. is readying a sweetened offer for data-storage provider 3Par Inc. after its earlier bid was bested by a $1.6 billion proposal by Hewlett-Packard Co., according to a person familiar with the matter.

The offer may be sent in the coming days, said the person, who declined to be identified because the plans aren’t public. Last week, Dell had agreed to pay about $1.15 billion. It couldn’t be determined how much Dell planned to boost its price.

HP offered yesterday to pay more than twice what 3Par’s shares were worth before Dell’s bid was announced. In a regulatory filing today, 3Par said that if it finds HP’s offer to be superior, it will give Dell three days to come up with new terms. The board determined that the new bid was “reasonably likely” to be a better deal and is entering talks with HP.

“At this point, the amount of premium these guys are paying is insane,” Kaushik Roy, an analyst at Wedbush Securities in San Francisco. He has a neutral rating on 3Par’s stock. “It’s not about valuation at this point.”

In fighting a bidding war with HP, Dell is challenging the world’s largest computer maker and a company with almost $15 billion in cash. 3Par, which makes technology that helps companies store information, would give its new owner a leg up in a challenge to Cisco Systems Inc. and International Business Machines Corp. in the market for data-center products and services. HP and Dell are using acquisitions to move into businesses that generate higher margins than personal computers.

Photographer: Tony Avelar/Bloomberg

3Par Chief Executive Officer David Scott, who previously worked at HP, has held his position since 2001. Close

3Par Chief Executive Officer David Scott, who previously worked at HP, has held his position since 2001.

Close
Open
Photographer: Tony Avelar/Bloomberg

3Par Chief Executive Officer David Scott, who previously worked at HP, has held his position since 2001.

‘Going to Win’

“HP is going to win,” Roy said. “Dell just doesn’t have that ammunition. HP has the balance sheet to buy anything.”

3Par rose 95 cents, or 3.6 percent, to $27.04 at 4 p.m. in New York Stock Exchange trading, after surging 45 percent yesterday. The stock closed at $9.65 on Aug. 13, the last trading day before Dell’s bid. HP, based in Palo Alto, California, fell 65 cents to $38.39. Round Rock, Texas-based Dell lost 36 cents to $11.59 on the Nasdaq Stock Market.

While HP has about twice the sales of Dell and is more than three times as profitable, the company is coping with the loss of its chief executive officer. Mark Hurd stepped down on Aug. 6, following a probe that found he filed inaccurate expense reports to conceal a personal relationship with a marketing contractor. Dell, meanwhile, is trying to rebound from shrinking market share in PCs and tightening profit margins. Last week, more than 25 percent of shareholders withheld support for CEO Michael Dell as a director.

Jess Blackburn, a Dell spokesman, declined to comment, as did 3Par’s John D’Avolio and HP’s Rachel Decker.

Other Suitors

3Par, based in Fremont, California, sells hardware and software that makes it easier and cheaper for companies to store information. In a regulatory filing yesterday, 3Par said two companies in addition to Dell expressed interest in acquiring the company. 3Par rejected an offer from one of the companies in July, according to the filing. Dell is already an investor in 3Par, with a 33 percent stake as of Aug. 15.

HP said on a conference call that it has been working on the proposed acquisition since before the departure of Hurd.

The offer is HP’s second bid for 3Par, Dave Donatelli, who heads HP’s storage and server division, said in an interview. The PC maker has been in talks with 3Par for “some period of time,” he said, declining to comment further.

HP is willing to pay a higher premium for 3Par than other companies have offered in comparable transactions. The offer values the unprofitable 3Par at almost 2 1/2 times its worth before Dell’s bid, and at more than eight times its sales of $194.3 million in the year ended March 31.

Big Premium

In 24 acquisitions of U.S. computer hardware, storage, printing and services companies in the past five years in which the price was disclosed, acquirers paid a median of 1.26 times sales, according to Bloomberg data.

Hewlett-Packard is offering 230 times 3Par’s earnings before interest, taxes, depreciation, and amortization over the past year. In 20 deals in the past five years, acquirers paid 15 times trailing Ebitda, according to the data.

Dell and HP have expanded their data-center businesses through acquisitions. HP bought Marlborough, Massachusetts-based 3Com Corp., a networking-gear maker, for $2.7 billion this year. Dell acquired EqualLogic Inc. in 2007 for $1.4 billion as the foundation for its data-storage product. Last month, Dell agreed to buy closely held storage company Ocarina Networks and server- computer maker Scalent Systems Inc.

Oracle Deals

Other rivals are also racing to broaden their enterprise- technology businesses through deal making. Oracle Corp., the world’s second-biggest software maker, bought Sun Microsystems Inc. for about $7.3 billion to expand in hardware.

3Par, which has about 670 employees, was co-founded in 1999 by chief technology officers Jeff Price and Ashok Singhal, who had earlier worked at Sun. CEO David Scott, who previously worked at HP, has held his position since 2001. Robert Rogers also co-founded the company.

The chairman is Kevin Fong, a former managing partner at Mayfield Fund, a Silicon Valley venture-capital firm that invested in Internet shares as the dot-com bubble burst in 2000.

3Par will add to HP’s strategy of combining storage, server and networking products, Donatelli said in the interview. The company will increase 3Par’s revenue by selling its products overseas and investing in its research and development, he said.

If HP completes the deal, it would be its third purchase of more than $1 billion in less than a year. The company agreed to buy 3Com in November, and in April it agreed to pay $1.2 billion for smartphone maker Palm Inc.

JPMorgan Chase & Co. is HP’s investment bank on the deal, and Cleary Gottlieb Steen & Hamilton LLP is its legal adviser.

To contact the reporters on this story: Jeffrey McCracken in New York at jmccracken3@bloomberg.net; Aaron Ricadela in San Francisco at aricadela@bloomberg.net.

Press spacebar to pause and continue. Press esc to stop.

Bloomberg reserves the right to remove comments but is under no obligation to do so, or to explain individual moderation decisions.

Please enable JavaScript to view the comments powered by Disqus.