Additionally, Cray will file other relevant materials in connection with the proposed acquisition of Cray by HPE pursuant to the terms of an Agreement and Plan of Merger by and among, HPE, Cray Merger Sub, Inc., a wholly owned subsidiary of HPE, and Cray. Cray and its directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Cray shareholders in connection with the proposed transaction. Information concerning the interests of Cray’s participants in the solicitation, which may, in some cases, be different than those of Cray’s shareholders generally, are available in Cray’s proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on April 18, 2019. To the extent holdings of securities by Cray’s directors or executive officers have changed since the amounts disclosed Cray’s respective proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding these persons and their interests in the proposed transaction will be set forth in the definitive proxy statement relating to the proposed transaction when it becomes available. These documents are available free of charge at the SEC’s web site at www.sec.gov or by going to Cray’s website at www.cray.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 or of Cray 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 expected benefits and costs of the
transaction contemplated by this document; the expected timing of the
completion of the transaction; the ability of HPE, its subsidiaries and
Cray to complete the transaction considering the various conditions to
the transaction, some of which are outside the parties’ control,
including those conditions related to regulatory approvals; projections
of revenue, expenses, net earnings, operating profit, cash flows, or
other financial items; the expectation of the combined company having
the opportunity to drive the next generation of high performance
computing and play an important part in advancing the way people live
and work; the expected size of the HPC segment of the market and
associated storage and services in 2021; the opportunity to bring
together Cray and HPE to provide customers unique supercomputing
technology; the belief that the agreement maximizes Cray’s value for its
shareholders and the unique combination’s opportunities for both
employees and customers; the expected strengthening of HPE’s portfolio
by leveraging Cray’s solutions; the expectations relating to the
combined company’s reach to a broader set of end markets; the
expectations relating to the combined company’s enhanced opportunities
for growth and the integrated platform to lead the Exascale era of high
performance computing; the expectation that the combined company will
deliver significant customer benefits; the expectation that significant
economic upside will be realized from the combination; the expectation
that the combined company’s enhanced financial profile; the expectation
that the combined company will drive significant revenue growth
opportunities; statements regarding the delivery of significant cost
synergies to lower costs and improve product performance; the
expectation that the transaction will be accretive to HPE non-GAAP
operating profit and earnings in the first full fiscal year following
close; HPE’s expectation to incur one-time integration costs that will
be absorbed into HPE’s FY20 free cash flow outlook of $1.9B to $2.1B
that remains unchanged; the expected closing timing; any statements
concerning the expected development, performance, market share or
competitive performance relating to products or services; any statements
regarding current or future macroeconomic trends or events and the
impact of those trends and events on HPE or Cray and such companies’
financial performance; 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 integration of the
acquisition post-closing may not occur as anticipated, and the combined
companies’ ability to achieve the growth prospects and synergies
expected from the transaction, as well as delays, challenges and
expenses associated with integrating the combined companies’ existing
businesses may incur; that the transaction may not be timely completed,
if at all; that, prior to the completion of the transaction, Cray’s
business may not perform as expected due to transaction-related
uncertainty or other factors; the effect of the announcement or pendency
of the transaction on Cray’s business relationships, operating results,
and business generally; that the parties are unable to successfully
implement integration strategies; the need to address the many
challenges facing Cray’s and HPE's businesses; the competitive pressures
faced by the businesses; risks associated with executing strategy; the
impact of macroeconomic and geopolitical trends and events; the
development and transition of new products and services and the
enhancement of existing products and services to meet customer needs and
respond to emerging technological trends and other risks that are
described in the SEC reports of HPE and Cray, including but not limited
to the risks described in HPE’s Annual Report on Form 10-K for its
fiscal year ended October 31, 2018, and subsequent quarterly reports on
Form 10-Q, Cray’s Annual Report on Form 10-K for its fiscal year ended
December 31, 2018 and subsequent quarterly reports on Form 10-Q, and
that are otherwise described or updated from time to time in other
filings with the SEC. HPE and Cray assume no obligation and do not
intend to update these forward-looking statements.