Pursuant to an Agreement and Plan of Merger dated August 15, Dell Inc. is offering to purchase for cash all outstanding common shares of 3Par at $18 per share, or an aggregate of approximately $1.14 billion. On the same day that Dell filed its formal tender offer, Hewlett-Packard Co. (HP) announced an unsolicited proposal to acquire 3PAR for $24 per share in cash pursuant to a tender offer followed by a merger. The Dell and HP Schedule TO filings on August 23 bear SEC file no. 005-83579.
Dell and each of twelve executive or other officers of 3PAR have entered into offer letters describing the terms and conditions of their employment following the completion of Dell’s prospective acquisition of 3PAR. The offer letters state the job title to be held by each individual upon completion of the merger, as well as the annual base salary, annual target bonus (expressed as a percentage of base salary), and value of projected Dell long-term incentive grants expected to be granted in March 2012 (as applicable). In addition, Dell has promised to grant seven executives new Dell restricted stock units upon the closing of the merger, and to grant five executives cash awards upon closing.
Each of the offer letters is included as an exhibit to Dell's Schedule TO, as well as a form of employment agreement that all employees of Dell sign regardless of position. The form employment agreement includes a number of acknowledgments by the transferred employee regarding (among other things) (i) at-will employment status, (ii) obligations regarding the use and development of intellectual property, inventions and copyrightable materials and (iii) responsibilities relating to the non-disclosure of confidential information, proprietary information and controlled technology and software.
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