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HPE to acquire Juniper Networks for $14bn

January 10, 2024

Edge-to-cloud company, Hewlett Packard Enterprise, and Juniper Networks, a specialist in AI-native networks, have entered a definitive agreement under which HPE will acquire Juniper in an all-cash transaction for $40 per share, representing an equity value of approximately $14 billion (€12.8bn).

The combination of HPE and Juniper advances HPE’s portfolio mix shift toward higher-growth solutions and strengthens its high-margin networking business, accelerating HPE’s sustainable profitable growth strategy. The transaction is expected to be accretive to non-GAAP EPS and free cash flow in the first year post close.

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 explosion of AI and hybrid cloud-driven business is accelerating demand for secure, unified technology solutions that connect, protect, and analyse companies’ data from edge to cloud. These trends, and AI specifically, will continue to be the most disruptive workloads for companies, and HPE has been aligning its portfolio to capitalise on these substantial IT trends with networking as a critical connective component.

According to HPE, combining the companies’ complementary portfolios supercharges HPE’s edge-to-cloud strategy with an ability to lead in an AI-native environment based on a foundational cloud-native architecture. Together, HPE and Juniper will provide customers of all sizes with a complete, secure portfolio that enables the networking architecture necessary to manage and simplify their expanding and increasingly complex connectivity needs. Leveraging industry-leading AI, the combined company is expected to create better user and operator experiences, benefitting customers’ high-performance networks and cloud data centres.

Through its suite of cloud-delivered networking solutions, software, and services including the Mist AI and Cloud platform, Juniper helps organisations securely and efficiently access the mission-critical cloud infrastructure that serves as the foundation of digital and AI strategies. The combination with HPE Aruba Networking and purposely designed HPE AI interconnect fabric will bring together enterprise reach, and cloud-native and AI-native management and control, to create a premier industry player that will accelerate innovation to deliver further modernised networking optimised for hybrid cloud and AI.

Upon completion of the transaction, Juniper CEO Rami Rahim will lead the combined HPE networking business, reporting to HPE President and CEO Antonio Neri.

“HPE’s acquisition of Juniper represents an important inflection point in the industry and will change the dynamics in the networking market and provide customers and partners with a new alternative that meets their toughest demands,” said Neri. “This transaction will strengthen HPE’s position at the nexus of accelerating macro-AI trends, expand our total addressable market, and drive further innovation for customers as we help bridge the AI-native and cloud-native worlds, while also generating significant value for shareholders. I am excited to welcome Juniper’s talented employees to our team as we bring together two companies with complementary portfolios and proven track records of driving innovation within the industry.”

“Our multi-year focus on innovative, secure AI-native solutions has driven Juniper Networks’ outstanding performance,” added Rahim. “We have successfully delivered exceptional user experiences and simplified operations, and by joining HPE, I believe we can accelerate the next phase of our journey. In addition, this combination maximises value for our shareholders through a meaningful all-cash premium. We look forward to working with the talented HPE team to drive innovation for enterprise, service provider and cloud customers across all domains, including campus, branch, data centre and the wide area network.”

Strategic Benefits

· Compelling pro forma financial profile. In addition to the expected non-GAAP accretion, the combined company is expected to have attractive top- and bottom-line growth opportunities immediately and in the long term.
· Positions HPE for long-term growth for shareholders and greater investment capacity. With Juniper, HPE’s portfolio will be weighted toward higher-growth, higher-margin businesses with large free cash flow potential, positioning HPE to enhance shareholder return and enabling additional investments in high-growth areas, such as AI and cloud. On a pro forma basis, the new networking segment will increase from approximately 18 per cent of total HPE revenue as of fiscal year 2023 to approximately 31 per cent and contribute more than 56 per cent of HPE’s total operating income.

· Complementary capabilities to deliver next-generation AI-native networking and enable new digital experiences through secure, intelligent connectivity. Networking will become the new core business and architecture foundation for HPE’s Hybrid Cloud and AI solutions delivered through our HPE GreenLake hybrid cloud platform. The combined company will offer secure, end-to-end AI-native solutions that are built on the foundation of cloud, high performance, and experience-first, and will also have the ability to collect, analyse, and act on aggregated telemetry across a broader installed base. This will drive even better end-user experiences and streamlined network operations for our customers.

· Accelerates HPE’s strategic evolution and expands total addressable market. The acquisition increases the scope of HPE’s networking business and will create meaningful opportunities to provide even more comprehensive solutions to Juniper’s installed base of enterprise customers, communication service providers and tier-one cloud customers, as well as launches HPE into adjacent large segments, including data centre networking, firewalls, and routers. It also grows Juniper’s footprint in data centres and cloud providers.

Transaction Details and Approvals

Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of HPE and Juniper, Juniper shareholders will receive $40 per share in cash upon the completion of the transaction. The purchase price represents a premium of approximately 32 per cent to the unaffected closing price of Juniper’s common stock on January 8th 2024, the last full trading day prior to media reports regarding a possible transaction.

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. The transaction is currently expected to close in late calendar year 2024 or early calendar year 2025, subject to receipt of regulatory approvals, approval of the transaction by Juniper shareholders, and satisfaction of other customary closing conditions.

The combination is expected to achieve operating efficiencies and run-rate annual cost synergies of $450 million within 36 months post close. Strong growth in free cash flow, along with maintenance of capital allocation policies, are expected to provide sufficient room to reduce leverage to approximately 2x in two years post close. 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.

Comenting on the acquisition, James Sanders, Principal Analyst at CCS Insight said: “The Juniper acquisition complements HPE’s acquisition of Aruba in 2015, adding enterprise-grade router and firewall products to HPE’s broader networking portfolio. HPE’s stewardship of Aruba over the past 8 years should be encouraging to existing Juniper customers, particularly as Juniper CEO Rami Rahim is staying on to lead the combined networking business unit. Overall, the two product portfolios are more complementary than competitive. On this basis, it appears an easier journey through regulatory approval than other recent large deals.”

“The key component for HPE in this transaction is Mist Systems, which Juniper acquired in 2019 for $405 million. Mist Systems developed an AI-powered software-defined networking platform used to simplify network automation, particularly for improving performance of enterprise Wi-Fi networks. Of note, Wi-Fi performance and reliability was the highest-ranked concern among enterprises with a hybrid working model in CCS Insight’s 2023 Senior Leadership IT Survey,” Sanders concluded.

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