HP Board of Directors Approves Separation

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The FINANCIAL — The Board of Directors of Hewlett-Packard Company on October 1 approved the previously announced separation of HP into two independent, industry-leading companies:  Hewlett Packard Enterprise Company and HP Inc.  The separation is expected to be completed on November 1, 2015.

Hewlett Packard Enterprise Company, will provide the cutting-edge technology solutions enterprises need to optimize their traditional IT while helping them build a secure, cloud-enabled, mobile-ready future. Specifically, this company will include HP’s best-in-class portfolio across its Enterprise Group, Enterprise Services, Software and Financial Services businesses, according to HP.

HP Inc. will own and operate HP’s market leading printing and personal systems businesses.  HP Inc. will have an impressive portfolio and a strong innovation pipeline across areas such as multi-function printing, Ink in the Office, graphics, commercial mobility, and services.

“This separation will enable us to accelerate the turnaround we began four years ago,” said Meg Whitman, Chairman, President and Chief Executive Officer, HP. “As two independent, industry-leading companies, Hewlett Packard Enterprise and HP Inc. can drive more focused business strategies, innovation roadmaps, and go-to-market models.  The separation will also present better choices for investors by creating two distinct and attractive investment profiles.”

The separation will occur by means of a pro rata distribution to HP stockholders of 100% of the outstanding shares of Hewlett Packard Enterprise.  The distribution is expected to occur on November 1, 2015.  In connection with the separation, HP will be renamed HP Inc.  Consequently, the separation will provide HP stockholders with ownership interests in both HP Inc. and Hewlett Packard Enterprise.

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Each HP stockholder will receive one share of Hewlett Packard Enterprise common stock for every one share of HP common stock held as of October 21, 2015, the record date for the distribution.  No fractional shares of Hewlett Packard Enterprise will be issued.  Stockholders will receive cash in lieu of fractional shares. 

Beginning on or about October 19, 2015 and continuing up to the distribution date, it is expected that “when issued” trading will begin for Hewlett Packard Enterprise shares on the New York Stock Exchange  under the ticker symbol “HPE WI”. Hewlett Packard Enterprise shares are expected to begin “regular way” trading on Monday, November 2, 2015 on the NYSE under the ticker symbol “HPE”.  HP (to be renamed HP Inc.) will continue to trade on the NYSE under the ticker symbol “HPQ”. 

Also beginning on or about October 19, 2015 and continuing up to the distribution date, it is expected that there will be two markets in HP common stock. HP shares that trade in the “regular-way” market under the symbol “HPQ” will trade with an entitlement to shares of Hewlett Packard Enterprise common stock to be distributed pursuant to the distribution; shares that trade in the “ex-distribution” market under the symbol “HPQ WI” will trade without an entitlement to shares of Hewlett Packard Enterprise common stock.

HP stockholders are urged to consult their financial and tax advisors regarding the particular consequences of the distribution in their situation, including, without limitation, the specific implications of selling Hewlett Packard Enterprise shares and the applicability and effect of any U.S. federal, state, local and foreign tax laws.

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No action is required by HP stockholders in order to receive Hewlett Packard Enterprise shares in the distribution.  HP expects that the information statement regarding the separation will be made available to all HP stockholders entitled to receive Hewlett Packard Enterprise shares in October.  The information statement is an exhibit to the Registration Statement on Form 10 filed by Hewlett Packard Enterprise with the U.S. Securities and Exchange Commission, and describes Hewlett Packard Enterprise and its business, including details regarding the separation and distribution and certain risks of owning Hewlett Packard Enterprise shares.

The separation and distribution remain subject to certain conditions, including, among others receipt of a favorable IRS ruling and opinions of HP’s tax advisors regarding certain U.S. federal income tax matters and the effectiveness of the Form 10. 

 

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