SC TO-C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

3PAR Inc.

(Name of Subject Company (Issuer))

Dell Trinity Holdings Corp.

(Offeror)

an indirect, wholly-owned subsidiary of

Dell Inc.

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $0.001 par value per share
(Title of Class of Securities)

88580F 10 9
(CUSIP Number of Class of Securities)

Lawrence P. Tu
Senior Vice President and General Counsel
One Dell Way
Round Rock, Texas 78682
Phone (512) 338-4400

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing
persons)

Copies to:

Jeffrey J. Rosen
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable*	Not applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

o Check the box if any part of the fee is offset as provided by Rule 0-11 (a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: None	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ Third-party tender offer subject to Rule 14d-1.

o Issuer tender offer subject to Rule 13e-4.

o Going-private transaction subject to Rule 13e-3.

o Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

SCHEDULE TO

     This filing on Schedule TO relates to a planned tender offer by Dell Trinity Holdings Corp. (the “Purchaser”), a Delaware corporation and an indirect, wholly-owned subsidiary of Dell Inc., a Delaware corporation (“Dell”), to purchase all outstanding shares of Common Stock, par value $0.001 per share, of 3PAR Inc., a Delaware corporation (“3PAR”), to be commenced pursuant to an Agreement and Plan of Merger, dated as of August 15, 2010, by and among Dell, the Purchaser and 3PAR.

     The planned tender offer described in this document and the exhibits hereto has not yet commenced and this document and the exhibits hereto are not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell and the Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

Item 12. Exhibits

Exhibit		Exhibit Name
	99.1	E-mail distributed to Trinity employees on August 16, 2010.
	99.2	Key messages and frequently asked question distributed to employees of Dell on August 16, 2010.
	99.3	Blog posted on Dell external website on August 16, 2010.
	99.4	Blog by Brad Anderson posted on the internal Dell employee website on August 16, 2010.
	99.5	Blog by Brad Anderson posted on the internal Dell employee website on August 16, 2010.
	99.6	E-mail distributed to global vice presidents and directors of Dell on August 16, 2010.
	99.7	Posting to Dell external website on August 16, 2010.
	99.8	E-Mail distributed to Dell employees on August 16, 2010.
	99.9	Web deck for analyst call held on August 16, 2010.
	99.10	Transcript of call with analysts and Dell held on August 16, 2010.
	99.11	Blog posted on Dell external investor website on August 16, 2010.
	99.12	Third party news releases distributed to Dell employees on August 16, 2010.

EX-99.1

Exhibit 99.1

CONFIDENTIAL DOCUMENT

To: Dell 3Par Team

Welcome to Dell!

Soon you’ll be part of a global team that is nearly 100,000 strong and focused on delivering technology solutions that enable people everywhere to grow and thrive. This is Dell’s purpose, and it will be your purpose, too, when the acquisition we announced today closes.

3Par utility storage solutions will become an important component of our ability to better help customers reduce storage administration and infrastructure costs. These technologies will significantly enhance our storage portfolio and solutions strategy, and we’re excited about the opportunity to offer our customers even greater choice and performance for their IT environments.

I am also excited to welcome the additional software talent you will bring to Dell. Our recent acquisitions are creating the foundation for a very meaningful software business for us, as well as a strong presence in the Silicon Valley.

I look forward to meeting you tomorrow morning in Fremont for our Town Hall meeting, and to connecting with many of you via phone later in the evening.

All the Best,

Michael

          The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.2

Exhibit 99.2

CONFIDENTIAL DOCUMENT

Internal and external audiences

Deal Strategic Vision and Business Rationale

• The acquisition is a compelling strategic transaction for Dell and provides a significant enhancement to Dell’s storage strategy that is focused on delivering value for our customers.

• Dell plans to acquire 3PAR as the next step in its strategy to help customers better manage their data growth, reduce their storage costs and simplify the management of their IT infrastructure.

• This acquisition provides Dell customers with new storage choices and flexibility.

• Dell will be able to address the needs of customers in the mid to higher end of the storage segment by offering this alternative technology.

• 3PAR’s next generation, scale-out architecture enables IT organizations to deliver software and hardware as a service.

• 3PAR is an ideal platform for delivering flexible, automated storage infrastructure optimized for highly virtualized data centers.

• 3PAR solutions can reduce management costs by up to 90% and capacity, power, cooling, and floor space by up to 75%.

• Currently, estimated annual sales of virtualization-optimized arrays are $9 billion.

Transaction Details

• On August 16, 2010, Dell announced our intent to acquire 3PAR and its virtualized storage platform technology.

• Closing remains subject to customary closing conditions.

• Business will continue as usual in order to minimize business disruption.

About 3PAR

• 3PAR offers the only virtualized storage platform purpose-built to overcome the limitations of traditional monolithic and modular arrays by delivering efficiency and agility at the lowest cost.

• 3PAR’s next-generation, scale-out architecture is the underlying technology platform for an IT organization to build agile and efficient virtualized IT infrastructures for flexible workload consolidation.

o 3PAR will benefit from Dell’s broad distribution footprint, as Dell brings scale, size and distribution channels to grow 3PAR faster and across more verticals.

• 3PAR’s storage arrays are built from the ground up to overcome the limitations of traditional modular and monolithic arrays. 3PAR addresses the problem of costly, complex, and rigid IT environments and enables IT organizations to use and pay for only the storage capacity and performance they need, and only when they use it.

• 3PAR is known for its leadership in simplifying storage administration. 3PAR technology is designed to deliver greater simplicity, usability, and visibility.

Dell’s Storage Strategy

• Dell offers customers choice with innovative products at every storage tier with industry leading portfolio from DAS to Fiber SANS.

o We have aligned our storage offerings over the last four years to provide our customers with choice and value, moving from a reseller to a solutions provider.

o We now have a leading set of products from PowerVault DAS to EqualLogic iSCSI SAN to a leading fiber channel SAN solution from EMC.

o With 3PAR we move up the SAN tier to offer high-end load-balancing, virtualized storage to customers needing massive throughput and maximized storage assets.

• Dell has a proven track record of successfully integrating storage assets that directly go to solve the broad set of Data Management challenges customers face.

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CONFIDENTIAL DOCUMENT

o Dell has grown rapidly and taken a leading position as a Storage provider in response to customer’s requests to help solve a broad range of customer Storage pain points.

o We have successfully integrated EqualLogic, having grown revenues from $100 million to greater than $500 million in two years.

o This was the result of listening to customer needs, responding with sales training, providing world-class services, expanding channels of distribution and providing scale that EqualLogic needed and 3PAR will benefit.

• Our storage solutions offer customer choice, and EMC will continue to be an important part of our storage offerings.

o We have had a successful partnership with EMC for more than 10 years and our partnership continues to evolve with both companies taking advantage of building out new capabilities.

o We have 24,000 joint customers and our priority is to serve these customers and deliver the solutions they need. We will continue to work together to do that.

o EMC remains a trusted partner, a leader in storage and we value our partnership with them.

o We are committed to our Dell|EMC customers in supporting their existing environments and expansion needs.

o We will continue to offer fibre channel Dell|EMC storage solutions that support customers’ choice just like we do today on mid-range iSCSI.

• We continue to invest in and augment our storage portfolio.

o Dell is not hampered by legacy products and we continue to deliver open, capable and affordable solutions across the enterprise infrastructure.

o We purchased Exanet to provide Clustered File system capability and hope to launch high-performance, scalable NAS solutions later this year on top of our EqualLogic line.

o Intelligent Data Management continues to be a priority. We believe dedup and compression will occur at every point in the datacenter. We bought Ocarina to bring leading deduplication capability to complement Dell’s EqualLogic solutions — consistent with our goal to deliver unified storage solutions.

o We expanded our portfolio to offer customers solutions that can address the ever growing need to manage unstructured data (launch of the DX).

o We will continue to invest in Intelligent Data Management tools that manage storage across block, file and unified environments.

• Our storage solutions offer customer choice and EMC will continue to be an important part of our storage offerings.

o We value our commitment to our Dell|EMC customers in supporting their existing environments and expansion needs and will continue to offer fiber channel Dell|EMC storage solutions that support customers’ choice.

o EMC remains a trusted partner, a leader in storage and we value our partnership with them.

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CONFIDENTIAL DOCUMENT

External audiences

Customer/Partner Experience

• Like Dell, 3PAR is focused on delivering an exceptional customer experience.

• At this time, the customer relationship with Dell will not change. They will continue to work with the same account teams and technical specialists. Our number one priority is to ensure that our current Storage customers’ needs are met. We will continue to provide them with best-in-class customer service and support in order to ensure their success in the marketplace.

• Dell values our partners and our relationships with them are an important part of our future storage strategy. Our partnerships continue to evolve and our product strategies are aligned. This acquisition was driven by our customers’ ongoing need for expanded choice and allows us to expand our IP.

Customer Benefits

• More than ever, customers are dealing with three fundamental pain points —

(1)	Storing and sorting an explosion of data, and
(2)	Managing and operating an increasingly virtualized data center
(3)	Protecting key applications that are needed to run their business and scale dynamically.

• Dell is building solutions targeted at these pain points through an innovative end-to-end approach that leverages new and existing technology assets and Dell’s industry-leading partner ecosystem.

o Dell has helped many customers build out private cloud solutions that allow customers to easily provision new Storage as applications come online.

o We will deliver these solutions to customers the way they want them — in business-ready configurations or via the cloud.

• Dell’s new solutions and flexible services free customers to capitalize on the ‘Virtual Era’ of the technology industry and realize new levels of efficiency, with a goal of reducing data management costs by up to 50% and making room in budgets for the strategic investments they need to make now.

• By providing our customers with the choice of 3PAR’s self-managing, efficient, and adaptable storage systems, they will be able to reduce administration time and provisioning complexity, improve server and storage utilization, and scale and adapt flexibly in response to continuous growth and changing business needs. Dell’s intent is to drive increased efficiency with a goal of radically reducing data management costs. These savings can help Dell customers make room in their budgets for other strategic investments to help their business succeed.

• 3PAR technology simplifies storage administration and eases management for customers. Their technology delivers greater simplicity, usability, and visibility.

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CONFIDENTIAL DOCUMENT

Internal audiences

Legal Guidelines:

• While we want you to promote the transaction and maintain our customer base, we need to be mindful that the transaction has not closed and we must continue to operate in the ordinary course of business and compete aggressively to maintain our business, even if that includes competing against 3PAR. We can promote the transaction but only as we describe above. Moreover, you cannot contact 3PAR in any way or share any confidential information with 3PAR, which is the same guidance that we always follow.

Business Strategy

• BVS strategy: Enterprise innovation and efficiency depends on solutions that are open, capable and affordable. Dell is uniquely open and un-tethered to legacy assets and proprietary approaches to deliver against these needs. The CIO agenda isn’t about managing operating expenses at the expense of capital expenditures, or, innovation at the expense of being open. It is about driving efficiency without compromise and reinvesting the savings towards innovation and returning shareholder value.

• IDM strategy: 3PAR offers the best storage portfolio for virtual environments. Any time there’s a major shift in overall IT architecture, like the shift were currently seeing into the Virtual Era, there is the opportunity for a new storage architecture to immerge. 3PAR’s virtualized storage platform was built from the ground up to be agile and efficient to address the limitations of traditional storage arrays for highly-virtualized infrastructures. 3PAR arrays meet the challenges of server virtualization and the virtual datacenter with a range of software and technologies unique to 3PAR and uniquely complementary to virtual servers. When deployed together, highly virtualized storage from 3PAR and server virtualization deliver a compelling solution that enables customers to boost the ROI of their data center.

• Acquisition strategy: 3PAR is a natural extension of Dell’s recent acquisition strategy and adds additional muscle to the company’s Intelligent Data Management story. 3PAR had a development partnership with Exanet and is qualified with virtual resource manager Scalent, two of Dell’s recent acquisitions. Also, 3PAR uses scale-out architecture similar to Dell’s EqualLogic array family. Finally, 3PAR gives Dell high-end fibre-channel offerings that our customers have been requesting.

Purpose and Values

• Our values and cultures complement each other.

o We both have a heritage of entrepreneurship.

o We both have a strong commitment to our customers.

• Together, we will be a role model for living our purpose and values.

• In line with Dell’s Best Value Solutions (BVS) strategic pillar, 3PAR technology further enhances Dell’s ability to deliver open, high-performing, high-value solutions that solve our customers’ problems.

Team Members

• We are a purpose-driven company, and helping our team members grow and thrive is an important part of our overall business strategy.

• The most valuable asset at 3PAR is its team members.

Organization

• At Announcement Day, there is no change to the 3PAR organization or leadership structure.

• 3PAR and Dell will continue to operate as separate companies until the transaction closes.

• 3PAR team members will become Dell employees immediately upon closing.

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CONFIDENTIAL DOCUMENT

• Leadership is committed to making this acquisition successful and providing timely and relevant communications regarding any upcoming changes that may impact our customers and team members.

EMC Relationship

• You now have the broadest storage line up in the industry.

• Between EQ, PV, 3PAR and EMC we are positioned to provide exactly the right solution to meet our customers’ needs.

• The acquisition of 3PAR allows us to expand our Intellectual Property (IP) and our storage product lines, while offering our customers more choices. We believe this is portfolio positions us to win against Netapp, IBM, HP, and Hitachi.

• EMC continues to be a valued partner and a leader in the storage market. By working together, we can unseat our competitors and bring improved value to our customers.

• We have 24,000 satisfied customers and we have a responsibility to continue to provide them with the EMC products of their choice. It is also our responsibility to ensure we don’t provide reasons for these customers to move to our competition.

• Certain EMC products, especially the CX120, the AX and Data Domain products, are critical to our storage line up. They represent the vast majority of our EMC business.

• There will be situations where we will compete. At Dell, as always, we will be driven and directed by customer choice.

• We have worked this with EMC leadership and have agreed that we will continue this important relationship. If we break ranks, the winner will be our joint competitors.

          The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

5

EX-99.3

Exhibit 99.3

CONFIDENTIAL DOCUMENT

Title: Continuing to Provide Choice — Announcing Our Intent to Acquire 3PAR

Today I am excited to announce Dell’s intent to acquire 3PAR, a leading provider of agile and efficient virtualization-optimized storage arrays. This acquisition complements our existing disk storage products in our EqualLogic, PowerVault and Dell/EMC families. It will provide even more choice for our customers and enhance our already robust storage solution portfolio by providing new capabilities.

If you’ve been following Dell over the course of the year, you’ve noticed the attention we have focused on providing solutions designed to help customers address their data management challenges.

We’ve heard you tell us that you are looking for better ways to optimize data management, wherever it resides or is needed — from the handheld to the cloud. It is with these needs in mind that we talked about solutions for the ‘Virtual Era’ in March, then continued in June with the delivery of new Enterprise solutions and followed again in July with the announcements of our acquisitions of Scalent to help simplify datacenter management and Ocarina Networks for storage optimization.

3PAR is important because they provide a powerful and flexible virtualized storage platform that is easy to use and highly efficient. Its scale-out architecture is tailor-made for public and private cloud computing, empowering organizations to treat storage as a utility. You can learn more about the benefits this platform can bring in this blog.

This acquisition is an extension of our philosophy of providing open, capable and affordable solutions and the next phase in bringing to reality our vision of how intelligently managing data can benefit our customers. I hope you’re as thrilled as we are about the opportunities that the addition of 3PAR as another choice for storage from Dell brings to helping you realize a more efficient enterprise.

Note: This acquisition remains subject to customary closing conditions.

          The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.4

Exhibit 99.4

CONFIDENTIAL DOCUMENT

Title: Providing More Solutions for You to Create Agile and Efficient IT Environments

You might think it would get old sitting down to put together blog after blog after blog on how Dell is working to provide our customers storage solutions that are designed to help them more efficiently and intelligently manage their data — but it’s not...really. So here we go (again) with the announcement today of our intent to acquire 3PAR, who provides a unique virtualization-optimized storage platform.

But why is this interesting? Brad Anderson, senior vice president, Enterprise Product Group, provided some insights into the big picture for how you will have more choices and capabilities available from Dell that complement our existing primary storage portfolio, including PowerVault direct attached storage and iSCSI SANs, EqualLogic iSCSI SANs and multi-protocol solutions from the Dell/EMC family, so let’s talk in more depth about the 3PAR’s compelling technological approach to virtualized storage and how that can assist you in meeting the data management challenges of the “Virtual Era”.

3PAR uses a mesh architecture that links nodes and highly-dense drive shelves together to provide massive performance and scalability that extends beyond our current portfolio. This architecture enables you to scale-out easily and on-demand, provides multi-tenant storage for your organization, and facilitates dynamic load-balancing and tiered storage. Features like persistent cache along with the persistent connectivity of the nodes and drives provide best-in-class enterprise-level availability. Remote management and advanced automation makes adding nodes and capacity extremely easy. Lastly, their innovative thin provisioning technology not only allows you to better manage capacity as you add users, it also permits you to reclaim capacity or “thin” your existing volumes. I think the video below from 3PAR does a great job showing the power of their virtualization technology. http://www.youtube.com/watch?v=Hq1XnKfqcs0&feature=player_embedded

By providing you with the choice of 3PAR’s self-managing, efficient, and adaptable storage systems, you will have the ability to reduce administration time and provisioning complexity, improve server and storage utilization, and scale and adapt flexibly in response to continuous growth and changing business needs.

• Reduced or Eliminated Capital Expenditures: With 3PAR Storage , you do not need to over-provision to get the flexibility you need.

• Reduced or Eliminated Operating Expenses: 3PAR Storage is designed with ease of use in mind in order to lower operating expense year after year. Most 3PAR customers are completely trained to use and operate a 3PAR Storage Server in only 4 to 8 hours; there is no pre-planning; and provisioning is cut to just two steps (which can be completed in less than 15 seconds)

• Performance AND ROI: With 3PAR Thin Provisioning, IT can quickly and easily deploy new applications as and when they are needed, eliminating delays and accelerating ROI.

I could go on, but maybe it’s best to let a real customer, Ron Rose, Priceline’s former CIO (now with Dell) tell you how 3PAR has helped him (courtesy of 3PAR Chief Blogger Marc Farley and TechTarget):

http://www.youtube.com/watch?v=MFOcm66PENM

Note: This acquisition remains subject to customary closing conditions.

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CONFIDENTIAL DOCUMENT

          The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

2

EX-99.5

Exhibit 99.5

CONFIDENTIAL DOCUMENT

Dell announces its intent to acquire 3PAR... providing customers with choice and value

This is an exciting time for our Storage organization! This morning we announced our intent to acquire 3PAR (NYSE: PAR), a leading global provider of highly-virtualized storage solutions with advanced data management features for multi-tenant cloud computing environments. 3PAR provides rapid provisioning and predictable performance for customers facing capacity challenges by reducing data management costs by up to 90 percent and infrastructure costs by up to 75 percent. The acquisition of 3PAR will round out our storage portfolio and enables customers of all sizes to manage data more efficiently. Closing remains subject to customary closing conditions.

We continue to invest, augment and complement our storage portfolio. We have aligned our storage offerings over the last four years to provide our customers with choice and value — moving from a reseller to a solutions provider.

With these recent acquisitions, we are able to offer customers choice with innovative products at every storage tier with industry leading portfolio from DAS to Fiber SANS. We now have a leading set of products from PowerVault DAS to EqualLogic iSCSI SAN as well as a leading fiber channel SAN solution from EMC. With 3PAR, we move up the SAN tier to offer high-end load-balancing, virtualized storage to customers needing massive throughput and maximized storage assets.

More than ever, customers are dealing with three fundamental pain points:

(1)	Storing and sorting an explosion of data;
(2)	Managing and operating an increasingly virtualized data center; and
(3)	Protecting key applications that are needed to run their business and scale dynamically.

Our goal is to build solutions targeted at these pain points through an innovative end-to-end approach that leverages new and existing technology assets as well as Dell’s industry-leading partner ecosystem. We will be able to provide our customers with the choice of 3PAR’s self-managing, efficient, and adaptable storage systems. This means that they will be able to reduce administration time, improve server and storage utilization, and adapt flexibly in response to continuous growth and changing business needs. Additionally, 3PAR technology simplifies storage administration and eases management for customers, thereby delivering greater simplicity, usability, and visibility.

This acquisition will further support our Best Value Solutions (BVS) Strategy to provide customers with solutions that are open, capable and affordable. In addition, we are driving our Intelligent Data Management (IDM) Strategy forward as 3PAR offers the best storage portfolio for virtual environments.

Join us on our journey as we look to capitalize on our existing and new storage capabilities.

          The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.6

Exhibit 99.6

CONFIDENTIAL DOCUMENT

To: All Dell Leadership Worldwide
From: Brad Anderson, Senior Vice President, Enterprise Product Group

All:

Today Dell announced our intent to acquire 3PAR (NYSE: PAR), a leading global provider of highly-virtualized storage solutions with advanced data management features for multi-tenant cloud computing environments. 3PAR provides rapid provisioning and predictable performance for customers facing capacity challenges by reducing data management costs by up to 90 percent and infrastructure costs by up to 75 percent. The acquisition of 3PAR will round out our storage portfolio and enables customers of all sizes to manage data more efficiently. Closing remains subject to customary closing conditions.

3PAR is known for its leadership in simplifying storage administration by delivering greater simplicity, usability, and visibility for customers. By providing our customers with the choice of 3PAR’s self-managing, efficient, and adaptable storage systems, they will be able to reduce administration time and provisioning complexity, improve server and storage utilization, and scale and adapt flexibly in response to continuous growth and changing business needs.

This acquisition supports Dell’s commitment to providing open, capable and affordable solutions that drive enterprise innovation and efficiency.

Please remember that while we want our teams to promote the transaction and maintain our customer base, we need to be mindful that the transaction has not closed and we must continue to operate in the ordinary course of business and compete aggressively to maintain our business, even if that includes competing against 3PAR. We can promote the transaction but only as we describe in this package. Moreover, you cannot contact 3PAR in any way or share any confidential information with 3PAR, which is the same guidance that we always follow.

Thank you for ensuring that our team members understand the rationale and key facts about our announcement today.

If you have any questions, please contact: Michael Conway (Enterprise Product Group Communications).

Kind regards,
Brad

          The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.7

Exhibit 99.7

CONFIDENTIAL DOCUMENT

New options for optimized storage in virtual environments

Dell announces intent to acquire 3PAR

More than ever, you are coping with two fundamental challenges — how to store, protect and manage an explosion of data, and managing and operating increasingly virtualized data centers and applications that are required to make your organization successful. These challenges are complicated by static or reduced budgets, requiring you to realize new levels of efficiency. In this “Virtual Era”, you need additional options to meet your IT and data management goals. It was with all this in mind that Dell decided to acquire 3PAR.

3PAR is known for being a pioneer in thin provisioning and other storage virtualization technologies designed to enhance efficiency, for its leadership in simplifying storage administration, and for being a leading global provider of dynamically tiered, multi-tenant storage arrays that are ideal for public and private cloud solutions. Their customers value their track record of lowering storage costs and easing data management in highly-virtualized environments, particularly those in mid-sized and larger organizations.

This acquisition adds new capabilities to our existing Dell storage portfolio, providing you with more choice and flexibility, as well as other benefits. Specifically, 3PAR brings a solution that can scale to meet the storage needs of customers in the mid to higher end of the storage segment, by adding a modular and tightly clustered solution optimized for the storage needs of the “Virtual Era.” You can learn more about this acquisition and 3PAR’s unique platform at the links below.

Note: This acquisition remains subject to customary closing conditions.

          The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.8

Exhibit 99.8

CONFIDENTIAL DOCUMENT

Dell Confidential—For Internal Use Only

To:	Enterprise Product Group Team
From:	Brad Anderson, Senior Vice President, Enterprise Product Group
Subject:	Dell Announces Intent to Acquire 3PAR

Team,

This morning we announced our intent to acquire 3PAR (NYSE: PAR), a leading global provider of highly-virtualized storage solutions with advanced data management features for multi-tenant cloud computing environments. 3PAR provides rapid provisioning and predictable performance for customers facing capacity challenges by reducing data management costs by up to 90 percent and infrastructure costs by up to 75 percent. Closing remains subject to customary closing conditions.

This acquisition further supports Dell’s commitment to provide best-in-class, open solutions that reduce complexity and enhance efficiency and value for our customers.

When this acquisition is finalized, Dell will be able to offer customers additional storage choices for highly virtualized server environments, with special emphasis on customers that want to fundamentally reduce their storage costs and simplify the management of their IT infrastructure.

Over the past few months, we have significantly enhanced our storage capabilities through acquisitions like Exanet, Scalent and Ocarina Networks. The acquisition of 3PAR will round out our storage portfolio and enables customers of all sizes to manage data more efficiently. We are becoming a formidable player in the storage space.

Please remember that while we want our teams to promote the transaction and maintain our customer base, we need to be mindful that the transaction has not closed and we must continue to operate in the ordinary course of business and compete aggressively to maintain our business, even if that includes competing against 3PAR. We can promote the transaction but only as we describe in this package. Moreover, you cannot contact 3PAR in any way or share any confidential information with 3PAR, which is the same guidance that we always follow.

Visit One Dell Way to read more about the acquisition.

Brad

          The planned tender offer described in these materials has not yet commenced. This description is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell Inc. will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (the “SEC”), and 3PAR Inc. will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR Inc.’s stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC’s website: www.sec.gov.

EX-99.9

Exhibit 99.9

Dell to Acquire 3PAR Brad Anderson David Scott SVP, Enterprise Product Group, Dell CEO, 3PAR Steven Schuckenbrock Rob Williams President, Large Enterprise, Dell Director, Investor Relations, Dell August 16, 2010

Forward-Looking Statements The planned tender offer described in this webcast and the presentation materials has not yet commenced. The description contained in this release is not an offer to buy or the solicitation of an offer to sell securities. At the time the planned tender offer is commenced, Dell will file a tender offer statement on Schedule TO with the Securities and Exchange Commission ("SEC"), and 3PAR will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will be made available to 3PAR's stockholders at no expense to them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no charge on the SEC's website: www.sec.gov Statements in this webcast and the presentation materials that relate to future results and events are forward-looking statements based on Dell's and 3PAR's current expectations, respectively. Actual results and events in future periods may differ materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration plans; 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 transaction may not be timely completed, if at all; that, prior to the completion of the transaction, 3PAR's business may experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; that the parties are unable to successfully implement integration strategies; and other risks that are described in Dell's and 3PAR's Securities and Exchange Commission reports, including but not limited to the risks described in Dell's Annual Report on Form 10-K for its fiscal year ended January 29, 2010 and 3PAR's Annual Report on Form 10-K for the fiscal year ended March 31, 2010. Dell and 3PAR assume no obligation and do not intend to update these forward-looking statements. 2 2010 3PAR Acquisition - Dell Investor Relations

Key Transaction Facts Dell and 3PAR have entered into a definitive agreement under which Dell will acquire 3PAR for $18.00 per share in cash The transaction is valued at approximately $1.15 billion, net of 3PAR's cash The boards of both companies have unanimously approved the transaction Dell has reached retention agreements with 3PAR senior leadership team The transaction will be funded with cash, and pending regulatory approval, likely close by the end of this calendar year Transaction is expected to be accretive to Non-GAAP earnings in FY12 3 2010 3PAR Acquisition - Dell Investor Relations

3PAR at a Glance 3PAR is the leader in storage solutions for Cloud environments 3PAR sells high-end, virtualized storage system arrays with best-in-class software 668 employees as of June 30, 2010 $200 million TTM revenue, >50% CAGR over past 5 years 65% gross margin in FY2010 Strong IP with significant investments in technology and R&D team Agile Efficient Thin Resilient 4 2010 3PAR Acquisition - Dell Investor Relations

3PAR is a Leader in Scalable, Utility Storage Solutions High performance & scalability Multi-tenant utility storage for Cloud computing Easy provisioning, simplified planning, automated tuning Dynamic load balancing High density (40 HDDs/3RU) High utilization Enterprise availability Efficient virtual storage 5 2010 3PAR Acquisition - Dell Investor Relations 3PAR is the architecture of choice* used to deliver utility computing over the Cloud: Software as a Service (SaaS) Infrastructure as a Service (IaaS) Social Networking * 3PAR Utility Storage is the storage platform chosen by 7 of the world's top 10 revenue-generating managed service providers Technology Benefits Architectural Advantage

Why 3PAR? Architecture of Choice for the Cloud Enhances Dell's position in fast-growing utility storage critical for public and private cloud applications (e.g. SaaS, IaaS and social networking) Delivers high-end storage platform combining innovative hardware and software IP for unmatched performance and scalability Perfectly aligned with Dell's commitment to open, capable and affordable solutions that reduce TCO 90% lower administration and management costs 75% reduction in capacity, power, cooling, and floor space Improves Dell's profitability in the large, growing mid-range and high-end Fibre Channel SAN segment 3PAR grew >50% CAGR over past 5 years 3PAR generating 65% gross margin in FY2010 6 2010 3PAR Acquisition - Dell Investor Relations

Innovation and Customer Choice at Every Storage Tier Strategic Acquisitions Adding IP to deliver solutions customers require Utility storage for the Cloud Unified Storage for block and file systems: EqualLogic| Intelligent data management: Content aware deduplication 7 SAN "Block" NAS "Unified & File" PowerVault MD (iSCSI) PowerVault NX NAS EqualLogic PS Series (iSCSI) EMC Symmetrix (FC) EqualLogic| (iSCSI) EMC Symmetrix with NS Gateway (FC) Dell|EMC CX4 (FC or iSCSI) Dell AX4-5 (FC or iSCSI) Dell NX4 (FC or iSCSI) Dell|EMC NS (FC or iSCSI) Entry Mid- Range High- End Intelligent Data Management (IDM) (e.g. Ocarina) 2010 3PAR Acquisition - Dell Investor Relations T-Class (FC) F-Class (FC)

How Does 3PAR Benefit? Scale & Distribution Acquisition combines 3PAR's leadership in cloud based storage with Dell's scale, size and sales distribution to grow 3PAR faster and across more verticals 8 2010 3PAR Acquisition - Dell Investor Relations #1 x86 server provider in U.S. #1 cloud infrastructure provider #1 iSCSI storage provider EqualLogic grew from $100M to >$800M runrate business in nearly three years as a result of: Listening to customer needs Responding with sales training Expanding sales distribution Providing scale 3PAR Technology Leadership Architectural competitive advantage Do not lose deals on technology Thin, yet highly scalable Over 70% storage utilization Systems manage themselves Lower TCO Platform is sticky 76% repeat customers 78% sales come from U.S. 70% direct sales Dell Enterprise Capabilities

Key Take Aways Dell is building and acquiring IP in areas where customer needs are growing the fastest (e.g., services, cloud, iSCSI, dedupe, unified storage) 3PAR is the leader in providing utility storage solutions for cloud computing 3PAR's architectural advantage delivers unmatched performance and scalability for the cloud 3PAR brings the preferred architecture for utility computing where customers needs and business models are shifting Dell's scale will drive greater deployment and penetration of 3PAR's products Dell is committed to open, capable and affordable solutions that deliver value and lower TCO 9 2010 3PAR Acquisition - Dell Investor Relations

Q&A

EX-99.10

Exhibit 99.10

Dell Incorporated
Moderator: Robert Williams
08-16-10/7:15 a.m. CT
Confirmation # 93778141
Page 1

Dell Incorporated

Moderator: Robert Williams
August 16, 2010
7:15 a.m. CT

Operator:	Good morning, and welcome to the Dell-3PAR analyst call. I’d like to inform all participants, this call is being recorded at the request of Dell. This broadcast is a copyrighted property of Dell, Incorporated. Any rebroadcast of this information in whole or part without the prior written permission of Dell, Incorporated, is prohibited.
	As a reminder, Dell is also simulcasting this presentation with slides at www.dell.com. Later, we will conduct a question-and-answer session. If you have a question, simply press star, then one on your telephone keypad at any time during the presentation.
	I’d like to turn the call over to Rob Williams, Director of Investor Relations. Mr. Williams, you may begin.
Rob Williams:	Thank you, Darlene.
	Good morning, and thanks for joining us on short notice. We’re pleased to announce that Dell and 3PAR have reached a definitive agreement for Dell to acquire 3PAR. With me today are Brad Anderson, senior vice president of Dell’s Enterprise Product Group, David Scott, CEO of 3PAR, Steve Schuckenbrock, president of Dell’s Large Enterprise business, and Dave Johnson, SVP of strategy at Dell.
	We have posted our webdeck on dell.com, and we released a blog post on DellShares. I encourage you to review these materials for additional perspective. Additional information about the transaction, the participants,

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and the risks associated with this transaction will be included in the SEC filings of Dell and 3PAR.

Next, I’d like to remind you that all statements made during this call that relate to future results and events are forward-looking statements that are based on our current expectations. Actual results and events could differ materially from those projected in the forward-looking statements because of a number of risks and uncertainties which are discussed in our annual and quarterly SEC filings and in the cautionary statement contained in our press release and on our Web site. We assume no obligation to update our forward-looking statements.

The planned tender offer has not commenced. This presentation is not an offer to buy or the solicitation of an offer to sell securities. At the time the tender offer is commenced, Dell will file a tender offer statement with the SEC, and 3PAR will file a solicitation recommendation statement. These documents, which will be available at the SEC’s website, will contain important information that should be read carefully before making any decision to tender securities in the planned tender offer.

Turning to slide three, today’s call will focus on the high-level rationale for the combination. Following my comments, Brad and David will share their views. Then we will all take Q&A.

As I mentioned at the start of the call, Dell and 3PAR have reached a definitive agreement for Dell to acquire 3PAR for $18 per share. The transaction is valued at approximately $1.15 billion net of 3PAR’s cash. The boards of both companies have unanimously approved this transaction.

We’ve also reached retention agreements with 3PAR’s senior leadership team, and 3PAR’s team members will report into Dell’s enterprise product group and sales segments. We intend to fund the transaction with cash, and pending regulatory approval, we anticipate closing the transaction at the end of this fiscal year. When synergies are considered, we anticipate the transaction will be accretive to Dell’s non-GAAP earnings in fiscal 2012.

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	Turning to slide four, we’re very excited about this combination. 3PAR is a leader in storage solutions for cloud environments and further advances our efforts to help customers capitalize on the virtual era with the goal of reducing overall data center management costs by 50 percent. 3PAR enhances Dell’s position in cloud-based storage applications, has industry-leading technology, and improves Dell’s profitability in the large and growing mid- to high-end SAN segment.
	3PAR’s revenue has grown at a compound annual rate of 50 percent over the last five years and brings $200 million in revenue. The 50 percent gross margin is in line with or greater than other leading storage providers and is consistent with the higher-margin storage offerings that we have added to our business over the past two years.
	3PAR’s revenue is built on strong intellectual property, a compelling value proposition, and solid customer relationships with nearly 80 percent of revenue coming from recurring sales, and we believe Dell’s scale will drive greater deployment and penetration of 3PAR’s products.
	With that, I’d like to turn it over to Brad.
Brad Anderson:	Thank you, Rob.
	Good morning, everyone, if you’d turn to slide five. Let me just start by saying we’re excited to be with you today to share our plans to acquire 3PAR. As we discussed with you at our analyst meeting in June, storage is a key area for our customers and for our enterprise strategy. Over the last few years, we have transformed our storage business from that of being a reseller to being an industry leader with a very differentiated set of storage solutions and capabilities.
	In the fastest-growing iSCSI segment, we are, in fact, the industry leader, with over a 38 percent share with our EqualLogic solutions. We have continued to invest in our storage capabilities organically, with new innovative products like the Dell DX Object Storage Platform for content-aware archiving, and inorganically with the acquisition of Exanet and Ocarina Networks.

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	3PAR is another step in that direction. It’s a natural extension of Dell’s recent acquisition strategy and adds additional muscle to our intelligent data management solutions. We believe 3PAR is the architecture of choice for delivering storage for the cloud and has been the leader in developing a new category of disk arrays called utility storage that are designed to be the storage foundation for utility computing and cloud architectures.
	The emergence of software as a service, infrastructure as a service, social networking, and cloud computing business models increases the need for storage platforms that scale capacity and performance efficiently for massive throughput in a multi-tenant environment. 3PAR is the leader in scalable utility storage solutions for the cloud. 3PAR’s innovative combination of hardware and software, intellectual property deliver unmatched performance and scalability and is the utility storage solution chosen by seven of the world’s top 10 revenue-generating managed service providers.
	If you move to slide six, so why is 3PAR right for Dell? Simply put, this acquisition brings together 3PAR’s architectural advantage technology for the cloud and Dell’s ability to deploy, scale and grow the asset. 3PAR enhances Dell’s position and fast-growing utility storage, critical to public and private cloud applications.
	Additionally, 3PAR is perfectly aligned with Dell’s commitment to open, capable and affordable solutions that reduces customers’ total cost of ownership. Trinity, like EqualLogic, is a peer-scaling architecture that provides superior performance, utilization, and scalability. And, Trinity also...
Steve Schuckenbrock:	3PAR.
Brad Anderson:	And, Trinity also has — 3PAR has also focused on making ease of deployment operations and management a design priority. As a result, 3PAR products have the ability to lower administration and management costs by 90 percent and reduce capacity, power, cooling, and floor space by up to 75 percent.
	Finally, 3PAR improves Dell’s profitability in the large-growing midrange and high-end fibre channel SAN segment and is highly accretive to both margins and growth.

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	Moving to slide seven, where does 3PAR fit into the Dell storage portfolio? We have made three storage acquisitions this year, Exanet, Ocarina Networks, and now 3PAR. We have made three storage acquisitions — we are focused on delivering our customers the most efficient enterprise solutions available and have been adding intellectual property to deliver the solutions customers require. We’ve been focused on cloud, iSCSI, dedupe, and unified storage.
	Today’s acquisition of 3PAR moves Dell up the SAN tier to offer a choice of midrange and high-end storage solutions to our customers, requiring utility storage in highly virtualized server environments.
	We purchased Exanet to provide cluster file system capability and hope to launch a high-performance scalable NAS solution later this year on top of our EqualLogic line. We bought Ocarina Networks to offer content-aware dedupe at the block and file level. We believe dedupe will occur at every point in the data center, and this application is fundamental to our goal to deliver intelligent management over a unified environment.
	These acquisitions complement Dell’s product offerings and further position Dell with leading innovative products and customer choice at every storage tier from DAS to fibre SAN storage.
	Now, let me turn it over to David for a couple comments.
David Scott:	Thanks, Brad.
	And if you move to slide eight, we’re really excited about this new stage in 3PAR’s growth. For a long time, we believed in the power of our technology and its ability to significantly change storage costs. We were the first to move towards utility storage for cloud computing, and we believe that our (back architecture) is competitively advantaged.
	If you look at 3PAR and Dell as two parts coming together, this is a pretty powerful combination. At 3PAR, we don’t typically lose deals based on technology. We deliver high performance, high scalability, high density, and high utilization.

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	Our systems manage themselves from dynamic load balancing to remote service. All this results in a lower total cost of ownership and a great value proposition for our customers, but there is still a tremendous room for growth. Only 20 percent of sales come from outside the United States, and nearly 80 percent of our revenues come from repeat customers.
	Now, if you couple our technology with Dell’s enterprise capabilities, its number-one position in x86 servers, cloud infrastructure, and iSCSI storage, then Dell and 3PAR are positioned well to grow together. And having seen Dell’s success with EqualLogic, we have confidence Dell can help 3PAR reach the same levels of success.
	Dell grew EqualLogic revenues from around $100 million to over $800 million run-rate business in merely three years. This success came as a result of listening to customer needs, sales training, expanding channels of distribution, and providing scale that EqualLogic needed. 3PAR will benefit in exactly the same way.
	The acquisition combines 3PAR’s leadership in storage for public and private cloud computing with Dell’s scale, size and sales distribution to grow 3PAR faster and across more verticals. We look forward to working together.
	I’ll turn it back over to Brad for some closing remarks.
Brad Anderson:	Thank you, David.
	Let me wrap up by summarizing the key takeaways for this acquisition. Dell is building and acquiring IP in areas where customers’ needs are growing the fastest, services, cloud, iSCSI, dedupe, and unified storage. 3PAR is the leader in providing utility storage solutions for cloud computing. 3PAR’s architectural advantage delivers unmatched performance and scalability for the cloud. 3PAR brings the preferred architecture for utility computing where customer needs and business models are rapidly shifting.

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	Dell’s scale will drive greater deployment and penetration of 3PAR’s products. And lastly, 3PAR fits perfectly with Dell’s commitment to open, capable, and affordable solutions that deliver value and lower total cost of ownership.
	With that, I want to thank you for joining us today, and turn it back to Rob.
Rob Williams:	Thanks, Brad. Let’s go ahead and open it up for questions with Brad, David, Steve and Dave. As a reminder, please limit your questions to one, with one follow-up. Darlene?
Operator:	Ladies and gentlemen, we will now begin the question-and-answer portion of today’s call. If you have a question, please press star, one on your telephone keypad. You will be announced prior to asking your question. If you would like to withdraw your question, press the pound key.
	One moment, please, for the first question.
	We’ll take our first question from Aaron Rakers with Stifel Nicolaus.
Aaron Rakers:	Yes, thanks, guys. My question, first of all, is going to be, when you look at slide seven, obviously you lay out where 3PAR fits into the portfolio. And it looks like there is a little bit of overlap. I think you guys continue to have some reseller business of the Symmetrix platform for EMC, and then also that F-Class product, overlapping somewhat with the EqualLogic product, as well as some of the CLARiiON platform stuff.
	So I’d like to understand a little bit about how this might change the relationship with EMC, considering those overlaps. And then if I can, I guess I’ll just get back in queue for a follow-up.
Rob Williams:	Great. Thanks, Aaron. Brad, you want to take that one?
Brad Anderson:	Sure. I mean, our plans will be continuing to offer EMC. EMC, we’ve had a 10-year relationship. They are a very important storage provider, and they will continue to be an important part of our line-up. And so we will continue to offer the Dell-EMC CLARiiON products, as well as their dedupe and NAS

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	capabilities, and provide customers the choice of the Dell-EMC products, as well as the new 3PAR products.
	The 3PAR products in general sit above where we sell Dell-EMC CLARiiON today, so we think we’re going to be providing customers a wonderful choice of outstanding technology in both of those areas.
Steve Schuckenbrock:	Yes, this is Steve Schuckenbrock. We do very little, actually, on Symmetrix; 80 percent of what we do is not overlapped between the 3PAR and EqualLogic assets and what we — and the business we do with EMC.
	It’s important to us and to EMC that we focus on what’s in the best interest of the customer. We have 24,000 customers in common that we work together with and we intend to respect the customer’s right to choice and help them make the best storage decisions for their business.
Aaron Rakers:	Thank you.
Rob Williams:	Thanks. Next question?
Operator:	Your next question comes from the line of Kevin Hunt with Hapoalim Securities.
Kevin Hunt:	Hi, thank you. My question would be regarding other — any other bidders that were involved here — I imagine it might have been some other people that might have been interested in buying 3PAR, and should we view this as sort of a completely done deal? Or could someone else sort of emerge here?
Rob Williams:	Yes, this is Rob. We’re obviously very excited about the combination and the opportunities that it’s created with the combination of Dell and 3PAR. Beyond that, we wouldn’t comment on any other activities related to the transaction. It wouldn’t be appropriate.
Kevin Hunt:	OK. But you do expect it to close this year?
Rob Williams:	Correct. Pending regulatory approval, we expect the transaction to close by the end of the current calendar year.

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Kevin Hunt:	OK, thanks. And actually, one other follow-up. Can you just tell me — following up on Aaron’s question there about — what’s the official sort of date of the EMC relationship? I know that was renewed fairly recently, but when does that come up for renewal again?
Rob Williams:	Sure. Go ahead, Brad.
Brad Anderson:	Yes, the EMC relationship is an evergreen relationship, so it automatically renews every year for another three years, or as the year ends, so it’s a rolling three-year relationship.
Kevin Hunt:	Thank you.
Rob Williams:	Thanks, Kevin.
Operator:	Your next question comes from the line of Jayson Noland with Robert Baird.
Jayson Noland:	Thank you. I guess two questions. The first is, are you committed to custom silicone across the 3PAR portfolio?
Brad Anderson:	Well, let me just say, we think the 3PAR architecture is extremely advantaged, and we have no plans to change it. And, in fact, our plans are to continue and expand our investment into the 3PAR technology. We think it is the preferred platform of service providers and cloud platforms. And we’re looking at how to accelerate that and expand it.
Jayson Noland:	OK, thank you. And last question from me. Do you feel like you have everything you need in storage from a hardware perspective?
Brad Anderson:	We’ve been pretty clear that there’s a number of technologies on storage that are hugely important to us. This is one of those. We will continue to look for opportunities to expand our portfolio, particularly as it relates to unified storage, data management, and technologies like that.
Jayson Noland:	OK. Thanks a lot, gentlemen.
Operator:	Your next question comes from the line of Keith Bachman with Bank of Montreal.

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Keith Bachman:	Hi. Thank you. I wanted to go back, if I could, to the EMC. In the past, I understand that you haven’t really — you’ve been back or defocusing on the Symmetrix part of the product line, which has enabled you to sell CLARiiON in a mutually beneficial way, but now moreover you’re actually — 3PAR is targeted against the Symmetrix product line. And so when you’re out there selling an asset that you now hold, how is this — I would think that this is going to negatively impact the relationship, even at the CLARiiON line.
	How is this beneficial to EMC? And is there a risk that EMC will, in fact, pull the CLARiiON from Dell?
Rob Williams:	Steve, you want to take that one?
Steve Schuckenbrock:	Yes, I’ll take that one. I mean, first of all, the 3PAR products, that does very much compete in the same space as the Symmetrix product line does, and we intend to take the 3PAR product line to market. To your point, we have not been selling or focusing on the sale of Symmetrix for quite some time now. And so, you know, there’s not a lot of sales overlap in that space from our perspective as we sit here today.
	You know, the vast majority of the business that we do with — as a reseller of the EMC product is in the low end of the CLARiiON space, CX120, the AX4 data domain is important asset that we have had some very recent and good success with. There is not an overlap from a NAS standpoint with EMC today, and so we think there’s plenty of clear water for us to continue to work together, and that’s absolutely our intention to do just that.
Keith Bachman:	OK. If I could just ask a follow-up then, on the EqualLogic and the 3PAR side, you have essentially an outsource manufacturing supply chain. Are you content with that arrangement?
Steve Schuckenbrock:	On the EqualLogic side?
Keith Bachman:	Yes, on both EqualLogic and 3PAR, essentially you’re outsourcing the manufacturing side of those systems. Is that a relationship or supply chain that you think is optimized for Dell?

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Steve Schuckenbrock:	Well, I’m not going to comment on the 3PAR side, but on the EqualLogic side, we have — you know, when we acquired EqualLogic, it was just around $100 million in revenue. And we have worked very hard to supplement the supply chain to today where we are now supporting over $800 million annual run rate, and we have a supply chain that we feel that will scale well beyond that, so we’re quite pleased.
Keith Bachman:	OK, thanks very much.
David Scott:	And, Keith — it’s David Scott.
Keith Bachman:	Hey, David.
David Scott:	I just want to clarify — hi, Keith — we do all of our own kind of final manufacturing, customer configuration test in house today.
Keith Bachman:	OK, fair enough. Thanks very much.
Operator:	Your next question comes from the line of Brian Alexander with Raymond James.
Brian Alexander:	Thanks, good morning. Just touching on the valuation, clearly a huge premium. I’m just wondering if you could talk about how you arrived at the price and what your valuation methodology was and what assumptions are you making about growth here. Did we assume a similar trajectory of EqualLogic, which I think has grown six or seven times since you bought it? Or should this actually be a steeper ramp, because it’s more large enterprise focused? Thanks.
Rob Williams:	Yes, thanks, Brian. I’ll take that. I’ll ask Dave to comment, as well, if he has some insight.
	A couple of things I’d want to point out. First of all, you know, we’re really pleased with the technology proposition and the IP, both across the hardware, as well as the storage software and the storage stack, so it’s a really great combination. We think that the multi-tenant platform, you know, that 3PAR brings is really unique from a hardware and a software standpoint that’s

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	unmatched in its ability to perform in scale. So we’re absolutely excited about that.
	If you look at — again, if you look at 3PAR, they’ve got 65 percent gross margins, which is, you know, greater than other leading storage providers and consistent with the higher-margin storage offerings that we’ve added to our business over the last couple of years. When we acquired EqualLogic, it was on roughly $125 million run rate. It’s now approaching at over $800 million. 3PAR is about twice that.
	So we’re not going to project how quickly we can grow that, but clearly we think that there’s a big opportunity to grow that business fairly rapidly as we integrate it into our product portfolio.
	And as Brad pointed out, if you look across the entire stack top to bottom, we really have a broad and rich portfolio of offerings now, and we’re really focused on customer choice.
	So, that’s kind of how we think about this from a valuation standpoint. We just think it’s a fantastic asset and a fantastic technology proposition for our customers. And, I asked Dave to comment, if you’d like to comment, Dave.
Dave Johnson:	Just really to reaffirm your comments, Rob, which we see this as a very unique asset with differentiated technology, then when combined with Dell’s distribution and brand, will deliver the type of returns to our shareholders that will be very good.
Brian Alexander:	OK. Maybe just a follow-up. Maybe take the opportunity to talk about how your current enterprise sales force is organized, Rob, and in terms of a generalist versus a specialist sales model. How do you go to market with enterprise server and storage solutions? And talk about the approach of integrating 3PAR.
Steve Schuckenbrock:	Rob, would you like me to take that?
Rob Williams:	Absolutely.

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Steve Schuckenbrock:	Yes, this is Steve Schuckenbrock. The sales force is organized with a combination of account coverage skill sets, account relationship skill sets, if you will, and a set of product specialists that are brought in more on an opportunities-type basis. That’s the Dell footprint.
	David and his team are organized similarly with an account coverage model, an AE, and then an SE, who works very closely with their counterpart, and brings the technical capability to bear, both pre- and post-sales.
	We intend to have a dedicated, focused storage specialist organization that works across the entire storage line-up and works hand in hand with the AE community across Dell. We — as David alluded to earlier — see tremendous opportunity for new acquisition-type accounts, great competitive opportunities with HP and with IBM, and we also see a terrific opportunity to expand through that model globally, as the penetration outside of the U.S. is relatively small at this point in time.
Brian Alexander:	OK, great. Thank you very much.
Operator:	Your next question comes from the line of Toni Sacconaghi with Sanford Bernstein.
Toni Sacconaghi:	Yes, thank you. You commented on the accretive nature of margins, but I presume that’s a gross margin statement that — given that operating margins are kind of around zero right now for 3PAR, can you comment on your expectation for when, from an operating margin perspective, we should be thinking about 3PAR being accretive to your enterprise or storage margins? And perhaps you can comment on the evolution of EqualLogic’s operating — not gross — operating margins? And I have a follow-up, please.
Rob Williams:	Sure. Thanks, Toni. Let me take that, and then again I’d ask Dave to comment, if he’d like.
	So, first of all, I think if you look at historically what 3PAR has done in terms of their investments in IP, in R&D, in customer relationships, et cetera, they’ve really been in a mode of putting, you know, all of those pieces in place and making sure that they make all of those investments upfront.

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	And so I don’t think their focus has been necessarily on getting to operating margins at a particular point in time or particular operating margin at a particular point in time. We actually like that. We’ve learned from, you know, our work with EqualLogic, and we’ve made significant investments in their IP over time. And we found that, by making those investments, it pays off over the long run, in terms of better operating margin performance in the long run.
	So we absolutely believe that as we integrate the acquisition and we integrate the technology into the portfolio and, more importantly, as we scale this with Dell’s global reach and customer reach and breadth, that we believe that we can absolutely generate very accretive operating margins over time.
	We’re not going to lay out that outlook, if you will, at this particular juncture. I think there may be a time in the future when it might be more appropriate for us to talk a little bit about our total storage portfolio and our enterprise portfolio. And as you know, we have talked about that a little bit at our analyst meeting back in June.
	So, you know, that’s the plan. You know, once we get the acquisition done and we begin really in earnest the integration work, we absolutely think that we can scale this thing very, very quickly and we’re going to stay committed to the R&D investments and the technology investments and the customer investments.
	Steve and/or Dave, happy to let you guys comment on that, as well.
Dave Johnson:	I agree again with all your comments, Rob.
	And, Toni, this is all about scale, as you know. 3PAR has lacked the scale, and so they’ve always invested in their development and sales up to the maximum level they could, while trying to remain marginally profitable. We believe with the distribution and brand capability, we’ll rapidly get to the type of scale that we can get accretive operating margins and are projecting that in our fiscal year ‘12 that that will indeed be the case.

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Toni Sacconaghi:	OK. I just wanted to clear that — you’re projecting that it’s going to be accretive to the company overall, but if given the low returns on cash, if operating margins were very low, that could still be the case. So are you actually predicting it’s going to be accretive to enterprise or storage margins? Or is that just a company statement? Because I think I asked a different question than that.
Rob Williams:	Yes, I mean, Toni, it’s a company statement. It’s — you know, and we’re happy to have a deeper discussion about this once we move past the integration, you know, past the close of the transaction, and we can have some deeper discussions.
	I think we’ve been pretty clear about the profitability of EqualLogic. We haven’t necessarily given, you know, specific numbers, but that business has generated very strong operating margins. As you know, even in an environment where our storage business was declining as a result of a very difficult commercial environment, our operating margin dollars were actually increasing, so I think that speaks to, you know, what we’ve been doing within our storage portfolio over the course of the last four or five quarters.
	And, again, we don’t want to get in a situation here of giving an outlook or a forecast down at the storage level, but we have given you guys a lot of flavor around what we’ve been able to accomplish in that business over time. So I think we better kind of stop on that discussion.
Toni Sacconaghi:	OK. And then if I could follow up with just a question around distribution, I realize 3PAR — especially given its high-end model — is largely direct. I think EqualLogic was actually sold through a lot of resellers at the time that you bought it. Can you comment on how EqualLogic’s distribution has evolved? Has it become a lot more direct? And given that you have 20 percent or 30 percent indirect right now with 3PAR, do you expect that percentage to change going forward?
Steve Schuckenbrock:	This is Steve. Our EqualLogic business is still a very good combination between direct and indirect. And, you know, if you look across the Public and

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	SMB business, particularly, the indirect component of EqualLogic is very, very high,, or I should say, relatively well balanced with the direct component.
	It’s a little smaller as a percentage inside of LE, where we’ve got a much more significant direct component to the sales of EqualLogic.
	With regard to 3PAR, we intend to maintain the channel relationships and expand them and leverage some of the EqualLogic channel in doing so. It’s very interesting, Toni, in that there’s a number of resellers that are very strong in Large Enterprise that have been looking for, you know, the higher-end storage solutions from us, and we think 3PAR certainly opens those doors to us in a way that EqualLogic just wasn’t penetrating to the very, very — you know, to the very high end that a lot of these resellers play in.
	So we intend to support both the direct model and the indirect, although I think it’s certainly, to your specific question, expected that the percentage will become more and more direct on a percentage basis. But on a volume basis, we think the indirect will grow very well.
Toni Sacconaghi:	Thank you.
Operator:	We’ll now take our final question from the line of Katy Huberty with Morgan Stanley.
Katy Huberty:	Yes, thank you. And congrats, everybody, on the deal. Rob, you pointed out that the revenue run rate for Dell’s storage is lower today than — at least slightly lower today than when you bought EqualLogic. Are you willing to accept the same trend in that you’re OK if you were to lose some of the lower margin EMC business, as long as the profit growth is significant enough post this deal? Could we see a similar trend where revenues may be flat to down, but profits are up significantly, and that would be measured as a successful deal?
Rob Williams:	Well, you know, I think it’s important to just take a step back here and remember that we’ve gone through probably the most challenging commercial demand cycle probably in the history of IT over the last 24 months or so. So, and Steve can comment to this, as well. Even our Large Enterprise business

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	has not returned to some of the pre levels, in other words, where we were prior to the dip and demand for commercial.
	So I think you have to look at what the key driver is to overall demand and keep that in mind when you have any discussion about this.
	Now, kind of to get more specific to your question, again, we’re absolutely committed to a broad enterprise solutions portfolio. As you guys know, through the combination of a number of different assets that we’ve been working on both internally, as well as through acquisitions, we’ve really assembled a pretty broad portfolio. And this just fits really nicely into that portfolio.
	There’s no question that operating income dollars are most closely correlated with value creation over time, operating income dollar growth. We are absolutely focused on growing our operating income dollars. That’s the primary focus of the company. We think it’s most highly correlated with cash flow generation, and we think that’s absolutely the right thing to do for shareholders and in the best interest of everyone involved.
	So that’s going to be the focus going forward. You know, again, I don’t want to get into a discussion around the possibilities around specific lines of business and the growth rates of specific lines of business, other than to just say it’s operating income dollars that’s the focus.
	And I’d just ask Brad or Steve or Dave to comment if they’d like to, as well.
Steve Schuckenbrock:	Rob, I think you summed it up fine. You know, Katy, the only thing I would add is, you know, the storage business in itself, yes, it’s been a pretty difficult commercial environment for the last couple of years, but in addition to that, we specifically de-emphasized those products that were simply getting very low reseller margins and began to take them out of the portfolio. Symmetrix was referenced before.
Katy Huberty:	Yes.

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Steve Schuckenbrock:	And yet those products that we get a really reasonable return on, even in a reseller model, we continue to emphasize. And I think that was the same pattern you should expect from us going forward, where we maximize (inaudible) dollars and maximize margins in this business. And we do think we now have very, very good growth platforms, as well.
Katy Huberty:	And just as a quick follow-up, are your revenue synergy assumptions entirely focused on, you know, new channels and new customers to bring the 3PAR products into? Or are there also 3PAR customers that you think you can sell more Dell product into?
Rob Williams:	It’s a combination thereof.
Katy Huberty:	OK, got it. Thank you.
Rob Williams:	OK. Great. Thanks, Katy.
	And thanks to everyone for participating today. In closing, we’re extremely excited about this combination. 3PAR brings great storage IP and data center relationships, more than $200 million in run rate revenue, 65 percent gross margins, and, combined with Dell’s global reach and scale, creates a fantastic combination that we believe that we can take the customer.
	So we look forward to talking to you in much greater detail after the close of the transaction. And, again, thanks for joining us today.
Operator:	This concludes today’s conference call. We appreciate your participation. You may disconnect at this time.

END

EX-99.11

Exhibit 99.11

Dell to Acquire 3PAR

This morning we announced Dell and 3PAR have entered a definitive agreement for Dell to acquire 3PAR for $18 per share. The transaction is valued at approximately $1.15 billion, net of 3PAR’s cash. Terms of the pairing were approved by boards of both companies. We anticipate the combination, pending regulatory approval, will close by end of this calendar year and will be funded with cash. When synergies are considered, we anticipate the transaction will be accretive to Dell’s non-GAAP earnings in fiscal year 2012.

As we discussed with you at our Analyst Meeting in June, Storage is a key area for our customers and for our Enterprise Strategy. Over the last few years we have transformed our storage business from being a reseller to being an industry leader with a very differentiated set of storage solutions and capabilities. In the fast growing iSCSI segment, we are the industry leader with 38% share with our EqualLogic solutions.

We have continued to build our storage capabilities organically with new Dell DX Object Storage products for content-aware archiving and inorganically with the acquisition of Exanet and Ocarina Networks, for industry leading NAS and content aware deduplication technologies.

3PAR is another step in that direction. It’s a natural extension of Dell’s recent acquisition strategy and adds additional muscle to our intelligent data management story.

We believe 3PAR is the architecture of choice when delivering utility computing over the cloud and has been the leader in developing a new category of disk arrays, called “Utility Storage”, that are designed to be the storage foundation for utility computing architectures.

We are very excited about this combination. 3PAR enhances Dell’s position in cloud computing storage applications and further advances our goal to help customers to capitalize on the ‘Virtual Era,’ with a goal of reducing overall data management costs by 50 percent. 3PAR’s rapid provisioning and predictable performance can help reduce data management costs by up to 90 percent and infrastructure costs by up to 75 percent.

Additionally, 3PAR improves Dell’s profitability in the large, growing mid-range and high-end Fibre Channel SAN segment. 3PAR’s trailing twelve month revenue of $200 million has grown at a 50% CAGR over the last five years. And its 65% gross margin is in line with or greater than other leading storage providers and is consistent with the higher margin storage offerings we have added to our business over the past two years.

Similarly, Dell grew EqualLogic revenues from $100M to >$800M runrate business in nearly three years adding significantly to our gross and operating margins in this important solutions category. This success came as a result of listening to customer needs, sales training, expanding channels of distribution and providing scale to an already great EqualLogic IP platform. We believe Dell and 3PAR will benefit in same way.

This acquisition combines 3PAR’s leadership in cloud based storage with Dell’s scale, size and sales distribution to grow 3PAR faster and across more verticals. And the acquisition of 3PAR rounds out our storage portfolio and enables customers of all sizes to manage data more efficiently.

EX-99.12

Exhibit 99.12

Dell to Buy Data Storage Company for $1.15 Billion

August 16, 2010, 7:36 am

Dell said Monday that it has agreed to buy 3PAR, a data storage company, for about $1.15 billion in cash, as the computer giant races to expand beyond its core PC-making business.

Under the terms of the deal, Dell will pay $18 a share in cash through a tender offer, an 86.5 percent premium over 3PAR’s Friday closing share price of $9.65.

Data storage companies have long been the focus of big computer companies, as customers increasingly demand huge amounts of capacity for an array of information services.

Meanwhile, Dell has sought to bolster its offerings of services, a bid to diversify from its core computer manufacturing business, a relatively low-margin industry. Adding 3PAR would add recurring revenue to supplement hardware sales.

Some of its major competitors, including I.B.M. and Hewlett-Packard, already have strong presences in the sector.

Founded in 1999 and based in Fremont, Calif., 3PAR has 357 employees. Dell said that it intends to make additional investments in the company’s sales and engineering teams.

The deal is expected to close by the end of the year. Dell said that it expects the purchase to begin adding to its earnings in its 2012 fiscal year.

Dell to buy 3Par for $1.13 billion

(AP) — 5 hours ago

NEW YORK — Dell says it’s buying data storage company 3Par for about $1.13 billion cash.

The company makes products designed to minimize capacity and energy costs.

Dell Inc. is offering $18 per share for 3Par, an 87 percent premium over Friday’s closing price for the company, based in Fremont, Calif.

Dell, based in Round Rock, Texas, said Monday it expects the deal to add to its adjusted profit in fiscal 2012. It says it also plans to invest in added engineering and sales resources in 3Par.

The deal has been approved by the boards of both companies and is expected to close this year.

Dell to Buy Data Storage Maker 3Par for $1.15 Billion

August 16, 2010, 9:35 AM EDT

By Kelly Riddell

Aug. 16 (Bloomberg) — Dell Inc., the world’s third-largest personal-computer maker, agreed to buy 3Par Inc. for about $1.15 billion, gaining equipment and software to bolster its growing corporate data-center business.

3Par investors will get $18 a share in cash, Dell said in a statement today. That’s almost double the stock’s closing price of $9.65 on Aug. 13. 3Par, based in Fremont, California, makes hardware and software for reducing data-storage requirements.

Dell is seeking to compete with companies such as Hewlett- Packard Co. and International Business Machines Corp. in the market for more complex computer systems and technology services that yield higher profits than desktop and laptop PCs. Dell said in June that it plans to double the size of its data-center and technology-services business in part through acquisitions.

“The 3Par acquisition gives Dell the needed arrows in its quiver to step up competition in enterprise technology,” said Ashok Kumar, an analyst at Rodman & Renshaw LLC in New York.

3Par, which had declined 19 percent this year before today, rose $8.23, or 85 percent, to $17.88 at 9:31 a.m. on the New York Stock Exchange. Dell, based in Round Rock, Texas, fell 19 cents to $11.82 on the Nasdaq Stock Market.

Dell bought EqualLogic Inc. in 2007 for $1.4 billion as the foundation for its data-storage offering. Last month, Dell agreed to buy closely held storage company Ocarina Networks for an undisclosed price. The PC maker also agreed to acquire server-computer Scalent Systems Inc. that month.

Rivals’ Purchases

Dell has a best chance to challenge rivals by allowing 3Par to keep operating by itself, without too tight integration with Dell’s existing businesses, Kumar said. So far, the execution of some of Dell’s acquisitions has fallen “way short,” he said.

“If Dell’s hands-off and treats 3Par as a standalone acquisition, then they have a real shot to be a competitor in the marketplace,” he said.

Sales at Dell’s storage business increased about 4 percent to $554 million in the first quarter. The business accounts for about 4 percent of total sales.

Rivals are also racing to grow their enterprise-technology businesses through acquisitions. Oracle Corp., the world’s second-biggest software maker, bought Sun Microsystems Inc. for

about $7.3 billion to expand into hardware, and HP bought 3Com Corp., a provider of networking infrastructure, for $2.7 billion this year.

Dell hired IBM’s top dealmaker David Johnson last year to help lead the company’s acquisition strategy. In 2009, Dell bought Perot Systems Corp. for about $3.6 billion, marking the largest purchase in its 25-year history. Chief Executive Officer Michael Dell said last year the company would continue to be “reasonably active” in making acquisitions.

—Editors: Ville Heiskanen, Peter Elstrom

To contact the reporter on this story: Kelly Riddell in Washington at kriddell1@bloomberg.net

To contact the editor responsible for this story: Peter Elstrom at pelstrom@bloomberg.net

Wall Street Journal Online — Aug. 16, 2010

Dell to Acquire 3PAR in Cash Deal

By ANUPREETA DAS

Dell Inc. said Monday it plans to purchase data-storage company 3PAR Inc. for about $1.15 billion in cash, as the personal-computer maker seeks to boost its offerings for corporate-technology departments.

Dell said it will pay $18 a share for 3PAR, an 86.5% premium to the Fremont, Calif.-based company’s Friday closing price of $9.65.

On Monday, 3PAR shares jumped $8.38 to $18.03 in midday trading on the New York Stock Exchange.

For Dell, which earns about half its revenue from selling personal computers, the acquisition is the latest attempt to grab a bigger piece of corporate spending on data centers, as IT budgets gradually come back after the recession.

Dell, based in Round Rock, Texas, bought storage company Equallogic Inc. in 2007 for $1.4 billion.

Founded in 1999, 3PAR builds high-end systems that help companies store and manage their data more efficiently, using what are known as virtualization technologies. It competes with products from data-storage giant EMC Corp, Japan’s Hitachi Ltd. as well as Hewlett-Packard Co. and International Business Machines Corp.

“With Dell we combine a powerful, virtualized storage platform with an outstanding distribution network to deliver this value to an even broader set of customers,” 3PAR Chief Executive David Scott said in a statement.

In recent years, Wall Street has perceived Dell as a laggard behind rivals H-P, IBM and Oracle Corp., which have bolstered their software and services for the enterprise-technology market, often stepping on each other’s toes as they search for new sources of growth.

Oracle, the world’s top maker of business software, expanded into hardware with its $7.1 billion purchase of Sun Microsystems Inc. Meanwhile, H-P has added to its enterprise-technology business with the $2.7 billion acquisition of 3Com, a provider of networking infrastructure.

Last year, Dell poached IBM’s top deal-maker David Johnson, indicating that it was going to be a more aggressive acquirer. It also bought Perot Systems Inc. for $3.9 billion.

The 3PAR deal is expected to close by the end of this year.