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. As of April 3, 2024, Juniper Networks shareholders approve the merger with Hewlett Packard Enterprise Company (NYSE:HPE).

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. The transaction is currently expected to close in late calendar year 2024 or early calendar year 2025. The transaction is expected to be accretive to non-GAAP EPS and free cash flow in the first year post close. J.P. Morgan Securities LLC and Qatalyst Partners are serving as HPE?s financial advisors. Benjamin M. Roth, Raaj S. Narayan and Steven R. Green of Wachtell, Lipton, Rosen & Katz, Covington & Burling LLP, and Freshfields Bruckhaus Deringer LLP are serving as legal counsel. Goldman Sachs & Co. LLC is serving as Juniper?s exclusive financial advisor and fairness opinion provider and Amr Razzak of Skadden, Arps, Slate, Meagher & Flom is serving as legal counsel.