HP to Acquire Palm for $1.2 Billion
April 28 2010 - 3:05PM
Business Wire
HP (NYSE: HPQ) and Palm, Inc. (NASDAQ: PALM) today announced
that they have entered into a definitive agreement under which HP
will purchase Palm, a provider of smartphones powered by the Palm
webOS mobile operating system, at a price of $5.70 per share of
Palm common stock in cash or an enterprise value of approximately
$1.2 billion. The transaction has been approved by the HP and Palm
boards of directors.
The combination of HP’s global scale and financial strength with
Palm’s unparalleled webOS platform will enhance HP’s ability to
participate more aggressively in the fast-growing, highly
profitable smartphone and connected mobile device markets. Palm’s
unique webOS will allow HP to take advantage of features such as
true multitasking and always up-to-date information sharing across
applications.
“Palm’s innovative operating system provides an ideal platform
to expand HP’s mobility strategy and create a unique HP experience
spanning multiple mobile connected devices,” said Todd Bradley,
executive vice president, Personal Systems Group, HP. “And, Palm
possesses significant IP assets and has a highly skilled team. The
smartphone market is large, profitable and rapidly growing, and
companies that can provide an integrated device and experience
command a higher share. Advances in mobility are offering
significant opportunities, and HP intends to be a leader in this
market.”
“We’re thrilled by HP’s vote of confidence in Palm’s
technological leadership, which delivered Palm webOS and iconic
products such as the Palm Pre. HP’s longstanding culture of
innovation, scale and global operating resources make it the
perfect partner to rapidly accelerate the growth of webOS,” said
Jon Rubinstein, chairman and chief executive officer, Palm. “We
look forward to working with HP to continue to deliver
industry-leading mobile experiences to our customers and business
partners.”
Under the terms of the merger agreement, Palm stockholders will
receive $5.70 in cash for each share of Palm common stock that they
hold at the closing of the merger. The merger consideration takes
into account the updated guidance and other financial information
being released by Palm this afternoon. The acquisition is subject
to customary closing conditions, including the receipt of domestic
and foreign regulatory approvals and the approval of Palm’s
stockholders. The transaction is expected to close during HP’s
third fiscal quarter ending July 31, 2010.
Palm’s current chairman and CEO, Jon Rubinstein, is expected to
remain with the company.
Audio webcast
Today at 5 p.m. ET / 2 p.m. PT, HP will conduct a live audio
webcast for financial analysts and stockholders to discuss HP’s
agreement to acquire Palm.
The webcast will be hosted by Todd Bradley and is accessible at
www.hp.com/investor/webcast.
About Palm
Palm, Inc. creates intuitive and powerful mobile experiences
that enable consumers and businesses to connect to their
information in more useful and usable ways. The company’s
groundbreaking Palm webOS platform, designed exclusively for mobile
application, introduces true multitasking and Palm Synergy, which
brings your information from the many places it resides into a
single, more comprehensive view of your life. More information
about Palm, Inc. is available at www.Palm.com.
About HP
HP creates new possibilities for technology to have a meaningful
impact on people, businesses, governments and society. The world’s
largest technology company, HP brings together a portfolio that
spans printing, personal computing, software, services and IT
infrastructure to solve customer problems. More information about
HP is available at http://www.hp.com.
Additional information and where to find it
Palm intends to file with the Securities and Exchange Commission
a preliminary proxy statement and a definitive proxy statement and
other relevant materials in connection with the acquisition. The
definitive proxy statement will be sent or given to the
stockholders of Palm. Before making any voting or investment
decision with respect to the merger, investors and stockholders of
Palm are urged to read the proxy statement and the other relevant
materials when they become available because they will contain
important information about the acquisition. The proxy statement
and other relevant materials (when they become available), and any
other documents filed by Palm with the SEC, may be obtained free of
charge at the SEC’s website at www.sec.gov, by going to Palm’s
Investor Relations page on its corporate website or by contacting
Palm’s Investor Relations department by email at
teri.klein@palm.com, by phone at (408) 617-7000, or by mail at
Palm, Inc., Investor Relations, 950 West Maude Avenue, Sunnyvale,
California 94085.
Participants in the solicitation
Palm and HP and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Palm stockholders in connection with the acquisition.
Information about HP’s directors and executive officers is set
forth in HP’s proxy statement on Schedule 14A filed with the SEC on
January 27, 2010 and HP’s Annual Report on Form 10-K filed on
December 17, 2009. Information about Palm’s directors and executive
officers is set forth in Palm’s proxy statement on Schedule 14A
filed with the SEC on August 13, 2009. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the merger will be included in the proxy
statement that Palm intends to file with the SEC.
Forward-looking statements
This document 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, the target company’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 in HP’s
Securities and Exchange Commission reports, including but not
limited to the risks described in HP’s Annual Report on Form 10-K
for its fiscal year ended October 31, 2009 and Quarterly Report on
Form 10-Q for the fiscal quarter ended January 31, 2010. HP assumes
no obligation and does not intend to update these forward-looking
statements.
© 2010 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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