Neoware (NASDAQ:NWRE)
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HP (NYSE:HPQ) today announced that it has signed a definitive merger
agreement to purchase Neoware Inc. (Nasdaq:NWRE), a provider of thin
client computing and virtualization solutions, at a price of $16.25 per
share, or an enterprise value (net of existing cash) of approximately
$214 million on a fully diluted basis.
The acquisition is part of HP’s strategy to
expand in growth markets and further its leadership in personal
computing. Acquiring Neoware is intended to accelerate the growth of HP’s
thin client business by boosting its Linux software, client
virtualization and customization capabilities, expanding its regional
sales footprint and broadening its hardware portfolio.
“Our objective is to become the preferred
brand of thin clients and software for virtualized client computing,”
said Kevin Frost, vice president, Business Desktops, Personal Systems
Group, HP. “Thin clients are an important
component in today’s overall computing
strategy and play a critical role in HP’s
virtualization strategy. Acquiring Neoware confirms our commitment to
thin client computing and client virtualization solutions.”
Thin clients provide reduced maintenance costs, minimal application
updates and a higher level of security compared to other desk-based
computing products. The solid-state devices connect over a network to a
server where all processing and storage takes place.
The transaction will combine the respective strengths of each company:
Neoware’s Linux-based thin client solutions
and software with HP’s thin clients based on
Microsoft Windows® XPe and Windows CE and its
virtualized client solutions, such as blade PCs, blade workstations,
virtual desktop infrastructure and server-based computing. HP plans to
leverage the acquisition to remain an industry leader in reducing its
environmental footprint through reduced noise, power and packaging
versus desktop PCs.
“Acquiring our company will further
strengthen HP’s PC business as it extends its
portfolio of remote client solutions and delivers secure, low-cost
access to centralized personal computing,”
said Klaus Besier, president and chief executive officer, Neoware Inc. “We
are proud to be joining HP, where together we will continue to promote
the shift to virtualized client computing.”
Following completion of the transaction, HP plans to integrate Neoware
into the Business Desktop Unit of HP’s
Personal Systems Group.
Under the terms of the merger agreement, Neoware stockholders will
receive $16.25 for each share of Neoware stock that they hold at the
closing of the merger. The acquisition is subject to a number of
customary closing conditions, including regulatory approvals and the
approval of Neoware’s stockholders. HP
expects the closing to occur in the fourth quarter of calendar year 2007.
Media conference call
HP and Neoware plan to conduct a joint audio conference call today at 1
p.m. ET / 10 a.m. PT with media and analysts to discuss HP’s
intent to acquire Neoware.
The call will be hosted by Kevin Frost, vice president of Business
Desktops in the Personal Systems Group at HP, and Klaus Besier,
president and chief executive officer, Neoware Inc.
Dial-in phone number: +1 866 825 1692
Passcode: 45109820
About Neoware
Neoware Inc. (Nasdaq:NWRE) is a global provider of thin client computing
solutions that allow organizations to cut costs by centralizing desktop
management, alleviating threats of security breaches and reducing energy
consumption. Forward-thinking companies enable their desktop
virtualization strategies with Neoware’s
desktop, laptop and software offerings.
Headquartered in King of Prussia, Pa., Neoware has offices in Europe and
Asia.
About HP
HP focuses on simplifying technology experiences for all of its
customers – from individual consumers to the
largest businesses. With a portfolio that spans printing, personal
computing, software, services and IT infrastructure, HP is among the
world’s largest IT companies, with revenue
totaling $97.1 billion for the four fiscal quarters ended April 30,
2007. More information about HP is available at www.hp.com.
Note to editors: More news from HP, including links to RSS feeds, is
available at www.hp.com/hpinfo/newsroom/.
Microsoft and Windows are U.S. registered trademarks of Microsoft Corp.
Neoware is a trademark of Neoware, Inc.
Additional information and where to find it
Neoware intends to file with the Securities and Exchange Commission a
proxy statement and other relevant materials in connection with the
merger. The proxy statement will be mailed to the stockholders of
Neoware. Before making any voting or investment decision with respect to
the merger, investors and stockholders of Neoware are urged to read the
proxy statement and the other relevant materials when they become
available because they will contain important information about the
merger. The proxy statement and other relevant materials (when they
become available), and any other documents filed by Neoware with the
SEC, may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition,
investors and stockholders of Neoware may obtain free copies of the
documents filed with the SEC from Cameron Associates, 1370 Avenue of the
Americas, New York, NY 10019, +1 212 245 8800.
Participants in the solicitation
Neoware and HP and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
Neoware stockholders in connection with the merger. Information about HP’s
directors and executive officers is set forth in the proxy statement on
Schedule 14A for HP’s 2007 Annual Meeting of
Stockholders filed with the SEC on Jan. 23, 2007. Information about
Neoware’s directors and executive officers is
set forth in the proxy statement on Schedule 14A for Neoware’s
2006 Annual Meeting of Stockholders filed with the SEC on Oct. 30, 2006.
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 Neoware intends to file with the SEC.
Forward-looking statements
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 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, Neoware’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 and Neoware’s
Securities and Exchange Commission reports, including but not limited to
the risks described in HP’s Quarterly Report
on Form 10-Q for the fiscal quarter ended April 30, 2007 and Neoware’s
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2007. HP assumes no obligation and does not intend to update these
forward-looking statements.
© 2007 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.