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HP Recommends Rejection of Below-market Mini-tender Offer for HP Shares by TRC Capital Corporation

^{Published on 2010-09-24 17:21:07 - Market Wire}
 

PALO ALTO, Calif.--([ BUSINESS WIRE ])--HP (NYSE: HPQ) today announced it has received notice of an unsolicited amini-tender offera by TRC Capital Corporation to purchase from HP stockholders up to 3 million shares of HP common stock, representing approximately 0.1 percent of HPa™s outstanding shares, at a price of $36.70 per share in cash.

"Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

TRC Capitala™s offer price is approximately 4 percent less than the closing price of HPa™s shares on the New York Stock Exchange on Sept. 13, 2010, the day prior to the date the offer commenced. The offer price also is approximately 9 percent less than the closing price of HPa™s shares on Sept. 23, 2010, the day prior to the date of this news release.

This mini-tender offer is not in any way related to, and will have no impact on, HPa™s proposed acquisition of 3PAR Inc. or HPa™s proposed acquisition of ArcSight, Inc.

HP recommends that HP stockholders do not tender their shares in response to TRC Capitala™s offer because the offer is at a price below the current market price for HPa™s shares and subject to numerous conditions. HP urges stockholders to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser, and exercise caution with respect to TRC Capitala™s offer. HP is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the offer documentation.

HP recommends that any stockholders who have not responded to this offer do nothing. The company also recommends that stockholders who have already tendered shares to TRC Capital withdraw their shares from the offer by providing the written notice described in the TRC Capital offering documents prior to expiration of the offer at 12:01 a.m. New York City time, on Wednesday, Oct. 13, 2010.

The U.S. Securities and Exchange Commission (SEC) has issued warnings about mini-tender offers. The SEC notice states: aSome bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.a The SEC notice is available at [ www.sec.gov/investor/pubs/minitend.htm ].

HP encourages brokers and dealers, as well as other market participants, to review the SECa™s letter regarding broker-dealer mini-tender offer dissemination and disclosures at [ www.sec.gov/divisions/marketreg/minitenders/sia072401.htm ] and Information Memo Number 01-27 issued by the NYSE on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which is available on the NYSEa™s website at [ www.nyse.com ].

About HP

HP creates new possibilities for technology to have a meaningful impact on people, businesses, governments and society. The worlda™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 ].

This news release 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 but not limited to statements of the plans, strategies and objectives of management for future operations; any statements concerning expected development, performance or market share relating to products and services; any statements regarding anticipated operational and financial results; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include macroeconomic and geopolitical trends and events; the execution and performance of contracts by HP and its customers, suppliers and partners; the achievement of expected operational and financial results; and other risks that are described in HPa™s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010 and HPa™s other filings with the Securities and Exchange Commission, including but not limited to HPa™s Annual Report on Form 10-K for the fiscal year ended October 31, 2009. 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.