defa14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
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Soliciting Material Pursuant to § 240.14a-12 |
3COM
CORPORATION
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This filing consists of a blog post written by John Vincenzo, Vice President of Marketing that was
posted to the 3Com Blog, available at
http://h3cnetworks.com/en_US/blog.page, on November 11, 2009.
HP to Acquire 3Com for $2.7 Billion
November 11, 2009 by 3Com Corporation
Today 3Com entered into a definitive agreement to be acquired by HP for an enterprise value of $2.7
billion. The result is a powerhouse that is intended to disrupt the networking industry by offering
customers cost-effective, open standards-based alternative data center and network infrastructure
solutions.
Not only is this a great transaction for our shareholders, who receive a significant premium over
todays closing stock price, but this move dramatically accelerates the execution of our proven
China Out disruptive strategy by leveraging HPs customer and channel reach, as well as its
investment capabilities. The market will now have an unmatched innovative networking solutions
provider that can serve all networking and data center needs under one roof.
With this announcement, our customers and prospects will get a direct response to their repeated
requests for an offering that doesnt lock them into proprietary network architectures, inflexible
service offerings and unfocused strategies that at one point became the norm. In fact, they get a
commitment from HP and 3Com to deliver an open, highly optimized and flexible IT environment that
aligns infrastructure to business demands and doesnt require customers to commit to a closed
architecture or to settle for a cobbled-together solution.
This deal gives HP a leading market position and a large, talented, cost-effective R&D team in
China, and an enterprise sales force in the rest of the world that has been consistently gaining
market share across the globe with marquee wins such as Peugeot, SNCF, MIT, Infraero and the South
Korean army, to name a few. It also gives HP access to a proven differentiator in our broad, modern
product portfolio, which includes the H3C enterprise networking solutions and the TippingPoint
security solutions that address our customers desire to have security as an integrated part of the
network.
The networking industry experienced a significant change today. It gained a one-stop networking
solutions provider that addresses the fundamental challenges facing customers today: simplifying
and security the network, deploying best-in-class solutions with lowest total cost of ownership,
and transforming the network from a connectivity tool to a business enabler. Of course, we have to
obtain shareholder approval and certain government approvals, and meet certain conditions before we
can close this deal; in the meantime, we operate as two independent companies.
I invite you to share your thoughts about this exciting industry development with us.
John Vincenzo
VP Marketing
Additional Information and Where to Find It
3Com Corporation (3Com) plans to file with the Securities and Exchange Commission (the SEC) and
furnish to its stockholders a proxy statement in connection with the proposed merger with 3Com,
pursuant to which 3Com would be acquired by Hewlett-Packard Company (the Merger). The proxy
statement will contain important information about the proposed Merger and related matters.
INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES
AVAILABLE.
Investors and stockholders will be able to obtain free copies of the proxy statement and other
documents filed with the SEC by 3Com through the web site maintained by the SEC at www.sec.gov, and
from 3Com by contacting Investor Relations by mail at 3Com Corporation, 350 Campus Drive,
Marlborough, MA 01752-3064 (Attention: Investor Relations), by phone at 508-323-1198, or by going
to 3Coms Investor Information page on its corporate web site at www.3com.com (click on Investor
Information, then on SEC Filings).
3Com and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of 3Com in connection with the proposed Merger. Information
regarding the interests of these directors and executive officers in the transaction described
herein will be included in the proxy statement described above. Additional information regarding
these directors and executive officers is also included in 3Coms proxy statement for its 2009
Annual Meeting of Stockholders, which was filed with the SEC on August 7, 2009. This document is
available free of charge at the SECs web site at www.sec.gov, and from 3Com by contacting Investor
Relations by mail at 3Com Corporation, 350 Campus Drive, Marlborough, MA 01752-3064 (Attention:
Investor Relations), by telephone at 508-323-1198, or by going to 3Coms Investor Information page
on its corporate web site at www.3com.com (click on Investor Information, then on SEC Filings).
Note on Forward-Looking Statements
The subject document contains certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934, including but not limited to, statements regarding the expected benefits and
costs of the transaction, the plans, strategies and objectives of management for future
operations, and the expected closing of the proposed Merger. These forward-looking
statements involve certain risks and uncertainties that could cause actual results to differ
materially from those indicated in such forward-looking statements, including, but not
limited to, the ability of the parties to consummate the proposed Merger, satisfaction of
closing conditions precedent to the consummation of the proposed Merger, including
obtaining antitrust approvals in the U.S., Europe and China, the ability of HP to
successfully integrate 3Coms operations and employees, the ability to realize anticipated
synergies and cost savings of the proposed Merger, and such other risks as identified in
3Coms Annual Report on Form 10-K for the fiscal year ended May 29, 2009, and
3Coms most recent Quarterly Report on Form 10-Q, each as filed with the SEC, which
contain and identify important factors that could cause the actual results to differ
materially from those contained in the forward-looking statements. 3Com assumes no
obligation to update any forward-looking statement contained in the subject document.