공지 • Jul 02
Hewlett Packard Enterprise Company (NYSE:HPE) completed the acquisition of Juniper Networks, Inc. (NYSE:JNPR).
Hewlett Packard Enterprise Company (NYSE:HPE) entered into a definitive agreement to acquire Juniper Networks, Inc. (NYSE:JNPR) for $13.6 billion on January 9, 2024. Under the terms of the agreement, HPE will acquire Juniper in an all-cash transaction for $40.00 per share, representing an equity value of approximately $14 billion. The transaction is expected to be funded based on financing commitments for $14 billion in term loans. Such financing will ultimately be replaced, in part, with a combination of new debt, mandatory convertible preferred securities, and cash on the balance sheet. Committed financing for the transaction has been provided by Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. The acquisition is expected to double HPE’s networking business, creating a new networking leader with a comprehensive portfolio that presents customers and partners with a compelling new choice to drive business value. The transaction will be financed with $1.5 billion of mandatory convertible preferred securities and $3 billion of cash. Following the completion of the transaction, HPE will continue its innovation and go-to-market investments in its networking business, one of its growth engines. Upon completion of the transaction, Juniper Chief Executive Officer Rami Rahim will lead the combined HPE networking business, reporting to HPE President and Chief Executive Officer Antonio Neri. Juniper’s employees will join the HPE team. In case of termination of the transaction under certain circumstances, Juniper will be required to pay HPE a termination fee of $407.5 million and if the transaction is terminated under certain specified circumstances, HPE will be required to pay Juniper a termination fee of $815 million.
The transaction is subject to receipt of regulatory approvals, approval of the transaction by Juniper shareholders, expiration or termination of the waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and satisfaction of other customary closing conditions. The agreement has been unanimously approved by the Boards of Directors of HPE and Juniper. As of April 2, 2024, Juniper Networks shareholders approve the merger with Hewlett Packard Enterprise Company. European Commission has set a deadline of August 1, 2024 for the phase 1 investigation. Additionally, the U.K. Competition and Markets Authority (CMA) recently started a preliminary investigation into the potential impacts of the merger and set a deadline of August 14, 2024. As of August 1, 2024, the EU Commission unconditionally approved the transaction. As per filing on August 7, 2024 U.K.’s Competition and Markets Authority approved the deal. South Africa’s Competition Commission (CompCom) has approved the acquisition of Juniper Networks on September 12, 2024. The transaction is currently expected to close in late calendar year 2024 or early calendar year 2025. As per filing on December 5, 2024 HPE and Juniper expect that the transaction will close in the early part of 2025. The transaction is expected to be accretive to non-GAAP EPS and free cash flow in the first year post close. As of January 30, 2025, the US Department of Justice has sued to block the transaction, arguing that it would stifle competition, according to a complaint filed. The DOJ argued that the acquisition would eliminate competition and would lead to only two companies — Cisco Systems and HPE — controlling more than 70 per cent of the US market for networking equipment. Hewlett Packard and Juniper Networks plan to vigorously defend the transaction in court. The transaction is subject to court approval and the agreement satisfies the Department of Justice’s concerns while maintaining the overall value of the transaction to HPE customers, partners, and shareholders.
J.P. Morgan Securities LLC and Qatalyst Partners acted as financial advisors for HPE. Benjamin M. Roth, Raaj S. Narayan, Steven R. Green, Andrew Brownstein, Ilene Knable Gotts, Adam Shapiro, Emily Johnson, T. Eiko Stange and Selwyn Goldberg of Wachtell, Lipton, Rosen & Katz, Covington & Burling LLP, and Jennifer Mellott, Alan Ryan, Thomas Janssens and Martin McElwee, Mary Lehner, Rikki Haria and Ninette Dodoo of Freshfields Bruckhaus Deringer LLP acted as legal advisors for HPE. Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider and Amr Razzak, Christopher Hammond, Joseph Yaffe, Kristin Davis, Pramode Chiruvolu, Steven Sunshine, Maria Raptis, Andrew Foster, Brian Egan, of Annie Villanueva Jeffers and Ryne Posey of Skadden, Arps, Slate, Meagher & Flom acted as legal advisors for Juniper. Vinod Dhall, Gaurav Desai and Shruti Bhat of Touchstone Partners acted as legal advisors to Hewlett Packard Enterprise Company. Aparna Mehra and Ritwik Bhattacharya of Shardul Amarchand Mangaldas & Co acted as legal advisor to Juniper Networks, Inc. Steve L. Camahort of Paul Hastings LLP acted as legal advisor to Goldman Sachs & Co. LLC in the transaction.Citigroup Global Markets Inc. acted as financial advisor to Hewlett Packard Enterprise Company.
Hewlett Packard Enterprise Company (NYSE:HPE) completed the acquisition of Juniper Networks, Inc. (NYSE:JNPR) on July 2, 2025. With the completion of the transaction, shares of Juniper’s common stock, which traded on the NYSE under the symbol “JNPR,” will cease trading and will no longer be listed on the NYSE. As a result of the Merger, as of the Effective Time, each of Anne DelSanto, Kevin DeNuccio, James Dolce, Steven Fernandez, Christine Gorjanc, Janet Haugen, Scott Kriens, Rahul Merchant, Rami Rahim and William Stensrud resigned from the Board and from any and all committees or subcommittees of the Board on which they served and Jonathan Sturz and Jeremy K. Cox became the directors of Juniper Networks.