Hewlett Packard Enterprise Co 8-K, filed Jul 2, 2025
Hewlett Packard Enterprise Co (HPE)
8-K
2025-07-02
For: 2025-06-28
View Original
Added on
April 08, 2026
About this 8-K
Hewlett Packard Enterprise Co filed this 8-K on July 2, 2025, reporting on events of June 28, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(678 ) 259-9860
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange
on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
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Introductory Note
On July 2, 2025, Hewlett Packard Enterprise Company (“HPE” or the “Company”), Juniper Networks, Inc., a Delaware corporation (“Juniper”)
and Jasmine Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HPE (“Merger Sub”), completed the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of January 9, 2024 (as it
may be amended, supplemented, or otherwise modified from time to time, the “Merger Agreement”) by and among the Company, Juniper and Merger Sub. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”),
Merger Sub merged with and into Juniper (the “Merger”), with Juniper surviving the Merger as a wholly owned subsidiary of HPE. Capitalized terms used herein without definition have the meanings specified in the Merger Agreement.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets.
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The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective Time, each share of common stock of Juniper, par value $0.00001 per share (“Juniper Common Stock”) issued and outstanding
immediately prior to the Effective Time (excluding shares of Juniper Common Stock that were (i) owned by Juniper as treasury stock or by HPE or Merger Sub, which shares were canceled and ceased to exist, (ii) held by any subsidiary of Juniper or HPE
(other than Merger Sub), which shares were converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages, or (iii) held by any stockholder who did not vote in favor of the adoption
of the Merger Agreement and who was entitled to demand and properly exercised appraisal rights in respect of such shares in accordance with the General Corporate Law of the State of Delaware), was converted into the right to receive $40.00 in cash,
without interest, subject to any required withholding taxes (the “Merger Consideration”).
In addition, pursuant to the Merger Agreement and in accordance with the terms set forth therein, at the Effective Time:
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each option to purchase shares of Juniper Common Stock was converted into an option with substantially the same terms and conditions to purchase HPE common shares;
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each restricted stock unit award in respect of shares of Juniper Common Stock held by non-employee members of the Board of Directors of Juniper (the “Juniper Board”) was converted into the right to receive the Merger Consideration
in respect of each such share;
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each restricted stock unit award in respect of shares of Juniper Common Stock held by individuals other than non-employee members of the Juniper Board was converted into a time-vesting restricted stock unit award in respect of HPE common
shares with substantially the same terms and conditions, except that performance goals no longer applied (in the case of performance-vesting Juniper restricted stock unit awards, the number of shares was determined based on actual performance
in respect of performance or measurement periods that had been completed and for which performance had been determined in the ordinary course of business, and otherwise based on target performance); and
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in each case of clauses (i), (ii) and (iii) above, the number of HPE common shares subject to the converted awards (and in the case of options, the exercise price) was determined based on an equity award exchange ratio intended to
substantially preserve the value of the converted awards as of immediately prior to and immediately following the Effective Time.
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As a result of the completion of the Merger, Juniper became a wholly owned subsidiary of HPE. The aggregate Merger Consideration paid to Juniper
stockholders was approximately $13.4 billion. HPE funded the aggregate Merger Consideration through a combination of cash from its balance sheet, commercial paper issuances, and borrowings pursuant to its three-year delayed-draw term loan credit
facility and 364-day delayed-draw term loan credit facility, both previously disclosed in its Current Report on Form 8-K filed on September 12, 2024.
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The foregoing description of the Merger, the Merger Agreement and the other transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on January 10,
2024, and which is incorporated herein by reference.
| Item 7.01 |
Regulation FD Disclosure.
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On July 2, 2025, HPE issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of that section. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into any filing of the registrant, whether made before, on, or after the date hereof, regardless of
any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
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Item 8.01
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Other Events.
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As previously disclosed, on January 30, 2025, the United States Department of Justice (the “DOJ”) filed a complaint in the United
States District Court for the Northern District of California seeking to enjoin the Merger.
On June 28, 2025, HPE and Juniper issued a joint release announcing that HPE and Juniper had reached a settlement with the DOJ. Subject to the terms
set forth therein, the settlement requires the divestiture of HPE’s Instant On business and the undertaking of an auction for the non-exclusive licensing of Juniper’s Mist AIOps source code used in the Company’s WLAN products.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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Financial Statements and Exhibits.
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(a) Financial statements of businesses or funds acquired.
To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
To be filed by amendment not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits
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Exhibit Number
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Description
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Agreement and Plan of Merger, dated as of January 9, 2024, by and among Hewlett Packard Enterprise Company, Juniper Networks, Inc. and Jasmine Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed on January 10, 2024).*
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Press Release, dated July 2, 2025.
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| 99.2 |
Press Release, dated June 28, 2025.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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* Certain schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. HPE agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the SEC upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HEWLETT PACKARD ENTERPRISE COMPANY
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Date: July 2, 2025
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By:
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/s/ David Antczak
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Name:
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David Antczak
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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Exhibit 99.1
Hewlett Packard Enterprise
1701 E. Mossy Oaks Road
Spring, TX 77389
hpe.com
News Release
Hewlett Packard Enterprise closes acquisition of Juniper Networks to offer industry-leading comprehensive, cloud-native, AI-driven
portfolio
Combination accelerates HPE’s strategic vision with a full, secure networking IP stack
HOUSTON – July 2, 2025 – HPE (NYSE: HPE) today announced the successful completion of its previously announced acquisition of Juniper Networks,
Inc., a leader in AI-native networks. The combination positions HPE to capture the growing AI and hybrid cloud market opportunity by creating an industry-leading cloud-native and AI-driven IT portfolio, including a full, modern networking stack.
The transaction doubles the size of HPE’s networking business and provides customers with a comprehensive portfolio of networking solutions. It also accelerates the company’s portfolio mix shift to higher-margin, higher-growth areas and positions the company for long-term profitable revenue growth.
The transaction doubles the size of HPE’s networking business and provides customers with a comprehensive portfolio of networking solutions. It also accelerates the company’s portfolio mix shift to higher-margin, higher-growth areas and positions the company for long-term profitable revenue growth.
“Today begins a new era for HPE – we are now at the epicenter of the transformation of IT, where AI and networking are converging,” said Antonio Neri,
president and CEO of HPE. “In addition to positioning HPE to offer our customers a modern network architecture alternative and an even more differentiated and complete portfolio across hybrid cloud, AI, and networking, this combination
accelerates our profitable growth strategy as we deepen our customer relevance and expand our total addressable market into attractive adjacent areas. We look forward to welcoming the Juniper team to HPE.”
“HPE and Juniper have a unique opportunity to disrupt the networking industry at the most important and relevant time,” said Rami Rahim, former CEO of Juniper Networks,
who will now lead the combined HPE Networking business. “Together, we’ll be able to provide customers and partners with a secure network that is purpose-built with AI and for AI.”
Compelling Strategic & Financial Benefits
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Transformative for HPE’s strategic evolution. The acquisition
accelerates HPE’s strategic vision with a full networking IP stack: from silicon, to hardware, to the operating system, to security, to software and services, with a cloud-native and AI-driven approach. This integration will accelerate
customers’ deployment and adoption of both hybrid cloud and AI.
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Bolsters HPE’s position as a networking leader. The acquisition doubles
the size of HPE’s networking business, substantially increasing its scope and total addressable market. The combined company will reach large adjacent
markets, including data center, firewalls, and routers, bridging the global strength of HPE in enterprise security-first networking and SASE security with Juniper’s position in data center, service provider, and AI-native solutions.
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Provides customers with a leading AI-native foundation for their end-to-end
networking needs. The transaction builds on the combined capabilities of HPE and Juniper to provide customers of all sizes with the modern networking architecture to manage and simplify increasingly complex connectivity needs –
particularly those driven by data-intensive, hybrid AI workloads. Greater research and development scale will enable faster innovation across networking silicon, systems, and software.
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Gives customers access to HPE’s full portfolio offering across networking,
hybrid cloud, and AI. Networking customers will benefit from HPE innovation across its full portfolio offering – including hybrid cloud, storage, compute, and software – to accelerate and simplify their AI transformations.
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Capitalizes on HPE’s go-to-market scale. The transaction creates
revenue growth opportunities, as Juniper offerings benefit from HPE’s large, global go-to-market model and team. The combined company will offer secure, AI-native solutions with the ability to collect, analyze, and act on insightful
network data across a broader installed base.
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Attractive financial profile expected to deliver strong value for HPE
shareholders. The acquisition of Juniper’s high-margin business is expected to be accretive in the near- and long-term for the combined company. The transaction will be accretive to non-GAAP EPS in year 1, post close, with the
combined networking business contributing more than 50% of total company operating income.
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The acquisition was originally announced on January 9, 2024, and was approved by Juniper shareholders on April 2, 2024. With the completion of the transaction, shares of
Juniper’s common stock, which traded on the NYSE under the symbol “JNPR,” will cease trading as of today and will no longer be listed on the NYSE.
Advisors
J.P. Morgan Securities LLC and Qatalyst Partners served as HPE’s financial advisors. Committed financing for the transaction was provided by Citigroup Global Markets
Inc., JPMorgan Chase Bank, N.A. and Mizuho Bank, Ltd. Wachtell, Lipton, Rosen & Katz, Freshfields Bruckhaus Deringer LLP, and Covington & Burling LLP served as legal counsel. FGS Global served as HPE’s strategic communications advisor.
Goldman Sachs & Co. LLC served as Juniper’s exclusive financial advisor and Skadden, Arps, Slate, Meagher & Flom served as legal counsel.
About Hewlett Packard Enterprise
HPE (NYSE: HPE) is a leader in essential enterprise technology, bringing together the power of AI, cloud, and networking to help organizations achieve
more. As pioneers of possibility, our innovation and expertise advance the way people live and work. We empower our customers across industries to optimize operational performance, transform data into foresight, and maximize their impact. Unlock
your boldest ambitions with HPE. Discover more at www.hpe.com.
Media Contact:
Laura Keller
Laura.Keller@hpe.com
Investor Contact:
Paul Glaser
investor.relations@hpe.com
Forward-looking Statements
This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HPE 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, any statements
regarding the ability of HPE to integrate and implement its plans, forecasts and other expectations with respect to Juniper’s business after the completion of the transaction, and to realize additional opportunities for growth and innovation
as a combined company; any statements regarding the expected strategic, technological, and financial benefits and costs of the transaction contemplated by this document, including enhanced opportunities for growth, the delivery of customer
benefits and the realization and timing of synergies and other economic benefits; projections of operational or financial performance; any statements concerning the expected development, performance, addressable market, market share or
competitive performance relating to products or services; 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 parties are unable to successfully implement integration strategies; potential adverse business uncertainty resulting from the completion of the transaction; and other risks that are
described in HPE’s SEC reports, including but not limited to the risks described in HPE’s Annual Report on Form 10-K for its fiscal year ended October 31, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and in
other filings made by Hewlett Packard Enterprise from time to time filed with the Securities and Exchange Commission. HPE assumes no obligation and does not intend to update these forward-looking statements.
Exhibit 99.2
Hewlett Packard Enterprise
1701 E. Mossy Oaks Road
Spring, TX 77389
hpe.com
News Release
HPE and Juniper Networks reach settlement with U.S. Department of Justice
HOUSTON & SUNNYVALE – June 28, 2025 – Hewlett Packard Enterprise (NYSE: HPE) and Juniper Networks, Inc. (NYSE: JNPR) today announced they have reached an agreement with the U.S. Department of Justice (“DOJ”) that,
subject to court approval, resolves the DOJ’s lawsuit challenging HPE’s acquisition of Juniper and clears the way for the transaction to close.
“Our agreement with the DOJ paves the way to close HPE’s acquisition of Juniper Networks and preserves the intended benefits of this deal for our
customers and shareholders, while creating greater competition in the global networking market,” said Antonio Neri, president and CEO of HPE. “For the first time, customers will now have a modern network architecture alternative that can best
support the demands of AI workloads. The combination of HPE Aruba Networking and Juniper Networks will provide customers with a comprehensive portfolio of secure, AI-native networking solutions, and accelerate HPE’s ability to grow in the AI data
center, service provider and cloud segments.”
Upon close of the deal, the combined resources of HPE and Juniper are expected to drive faster innovation across networking silicon, systems, and software to meet
customers’ increasingly complex connectivity needs. This new alternative to legacy incumbent networking solutions positively changes the competitive dynamics in the networking market and provides customers with greater innovation, choice and
faster time to value. Combined with the innovation from HPE in hybrid cloud, storage, compute and software, networking customers will now have an even stronger path to accelerate and simplify their AI transformations.
“This marks an exciting step forward in delivering on a critical customer need – a complete portfolio of modern, secure networking solutions to connect
their organizations and provide essential foundations for hybrid cloud and AI,” said Juniper Networks CEO Rami Rahim. “We look forward to closing this transaction and turning our shared vision into reality for enterprise, service provider and
cloud customers."
On January 9, 2024, HPE announced its agreement to acquire Juniper in an all-cash transaction for $40.00 per share, representing an equity value of
approximately $14 billion.
The agreement satisfies the Department of Justice’s concerns while maintaining the overall value of the transaction to HPE customers, partners, and shareholders. As
part of the settlement, HPE has agreed to divest its global Instant On campus and branch business. After close, HPE will facilitate limited access to Juniper's advanced Mist AIOps technology.
About HPE
HPE (NYSE: HPE) is a leader in essential enterprise technology, bringing together the power of AI, cloud, and networking to help organizations achieve
more. As pioneers of possibility, our innovation and expertise advance the way people live and work. We empower our customers across industries to optimize operational performance, transform data into foresight, and maximize their impact.
Unlock your boldest ambitions with HPE. Discover more at www.hpe.com.
About Juniper Networks
Juniper Networks (NYSE: JNPR) is leading the convergence of AI and networking. Mist™, Juniper’s AI-native networking platform is purpose-built to run
AI workloads and simplify IT operations, assuring exceptional secure user and application experiences—from the edge, to the data center, to the cloud. Additional information can be found at www.juniper.net, X, LinkedIn and Facebook.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such statements involve risks, uncertainties and assumptions and are based on HPE’s current expectations, estimates, projections, beliefs and assumptions made by HPE, all of which are subject to change. All forward-looking statements by
their nature address matters that involve risks and uncertainties, many of which are beyond HPE’s control, and are not guarantees of future results. These and other forward-looking statements are not guarantees of future results and are subject
to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements and you should not place undue reliance on any such statements, and caution must be exercised in
relying on forward-looking statements. The words “believe”, “expect”, “anticipate”, "guide", “optimistic”, “intend”, “aim”, “will”, "estimates", “may”, “could”, “should” and similar expressions are intended to identify such forward-looking
statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any statements related to future actions of HPE under the terms of the settlement
with the Department of Justice; the completion of the proposed transaction; the ability of HPE to integrate and implement its plans, forecasts and other expectations with respect to Juniper’s business after the completion of the proposed
transaction and realize additional opportunities for growth and innovation; HPE’s ability to implement its business strategies; and expectations of operational and/or financial performance of the combined company. Risks, uncertainties, and
assumptions include those that are described in Hewlett Packard Enterprise’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and in other filings made
by Hewlett Packard Enterprise from time to time with the Securities and Exchange Commission. HPE does not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Media Contact:
Adam Bauer
Adam.Bauer@hpe.com