Hewlett Packard Enterprise announced that its Board of Directors has set a record date of March 20, 2017 for the proposed spin-off of its enterprise services business, referred to as Everett SpinCo, Inc.
Under the terms of the spin-off, HPE will distribute on a pro rata basis all of the shares of Everett common stock it holds to HPE shareholders entitled to receive stock in the spin-off as of the record date. As previously announced, immediately following the spin-off, a wholly-owned subsidiary of Everett will merge with and into Computer Sciences Corporation (“CSC”), whereby the separate corporate existence of the wholly-owned subsidiary will cease, and CSC will continue as the surviving company and a wholly-owned subsidiary of Everett.
In the merger, CSC stockholders will receive one share of Everett common stock for every one share of CSC common stock held immediately prior to the merger. Stockholders of Everett immediately prior to the merger will continue to hold the shares of Everett common stock they received in the spin-off.
The new combined company will be renamed DXC Technology (“DXC”).
Immediately following the merger, approximately 50.1% of the outstanding shares of DXC common stock is expected to be held by pre-merger HPE stockholders and approximately 49.9% of the outstanding shares of DXC common stock is expected to be issued to pre-merger CSC stockholders, in each case excluding any overlaps in pre-transaction stockholder bases.
HPE has been advised by the New York Stock Exchange (the “NYSE”) that beginning prior to the spin-off and continuing through the business day immediately preceding the closing date of the merger (or continuing through the closing date if the merger closes after the close of trading in HPE common stock and CSC common stock on the NYSE on the closing date), there will be two markets in HPE common stock on the New York Stock Exchange: a “regular way” market and an “ex-distribution” market. During this period of two-way trading in HPE common stock, an HPE stockholder can also sell the right to Everett common stock that will be received with the spin-off. Everett common stock will be listed under the symbol DXC prior to the merger.
Outlined below are the trading options that will be available to HPE stockholders prior to the closing of the merger.
If, during the period of two-way trading, an HPE stockholder sells shares of HPE common stock in the regular way market (under HPE’s NYSE symbol, “HPE”), the stockholder will sell both shares of HPE common stock and the right to receive shares of Everett common stock in the spin-off.
If, during the period of two-way trading, an HPE stockholder sells shares of HPE common stock in the “ex-distribution” market (under the temporary NYSE symbol “HPE WI”), the HPE stockholder will sell only shares of HPE common stock and will retain the right to receive shares of Everett common stock in the spin-off.
An HPE stockholder also has the option of selling the right to receive shares of Everett common stock in the spin-off while retaining shares of HPE common stock. This option will be available under the temporary NYSE symbol “DXC WI”.
Trades under the symbols “HPE WI” and “DXC WI” will settle after the closing date of the merger. If the merger is not completed, all trades under these temporary symbols will be cancelled.
In all cases, investors should consult with their financial advisors regarding the specific implications of selling shares of their HPE common stock or the right to receive shares of Everett common stock in the spin-off on or before the closing date of the merger.