HP Inc. (NYSE:HPQ) signed a definitive agreement to acquire Plantronics, Inc. (NYSE:POLY) from BlackRock, Inc. (NYSE:BLK), PRIMECAP Management Company, The Vanguard Group, Inc., Disciplined Growth Investors, Inc. and others for $1.9 billion on March 25, 2022. The consideration shall be paid in cash at $40 per share, implying a total enterprise value of $3.3 billion, inclusive of Poly's net debt. HP will finance the transaction through a combination of balance sheet cash and new debt. Plantronics, Inc. will be paying a termination fee of $66 million. Pursuant to the merger agreement, HP will merge with and into Poly, with Poly surviving the acquisition as a wholly owned subsidiary of HP.

The transaction is subjected to Poly stockholder approval, required regulatory clearances, termination or expiration of the waiting period of Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the satisfaction of other customary closing conditions. On June 2, 2022, parties approached the European Commission for the approval of transaction. The European Commission has set July 8, 2022, as a provisional deadline for a ruling on the deal. The transaction has been approved by Board of directors of Plantronics. The shareholders meeting of Plantronics is scheduled on June 23, 2022. As of June 23, 2022, Plantronics stockholders voted to approve the merger agreement. As of July 11, 2022, the European Commission have approved the transaction. The transaction is expected to close by the end of calendar 2022. HP expects the transaction to be immediately accretive to HP's revenue growth, margins, and non-GAAP EPS at close.

Goldman Sachs & Co. LLC and Foros Securities LLC acted as financial advisor for HP Inc. and Matthew L. Jacobson, Sarah H. Young of Ropes & Gray LLP and Paul S. Scrivano, Cheryl Chan of Davis Polk & Wardwell LLP acted as legal advisors for HP Inc. Katherine A. Martin, Martin W. Korman, Douglas K. Schnell and Remi P. Korenblit of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors and Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider for Plantronics. Steven C Sunshine, Frederic Depoortere and Andrew L Foster of Skadden, Arps, Slate, Meagher & Flom LLP acted as a legal counsel to HP Inc. Innisfree M&A Inc. acted as proxy solicitor to Plantronics. Plantronics has agreed to pay Morgan Stanley a fee of approximately $36 million for its services, $7 million of which was paid following delivery of the fairness opinion. Plantronics will pay a fee of $0.02 million to Innisfree for its services. Computershare Trust Company, N.A. acted as transfer agent for Plantronics. Croker, Annabelle Milward-Lynch, Laura of Allen & Overy acted as Legal advisory to HP. Alison S. Ressler of Sullivan & Cromwell LLP counsel to Goldman Sachs.

HP Inc. (NYSE:HPQ) completed the acquisition of Plantronics, Inc. (NYSE:POLY) from BlackRock, Inc. (NYSE:BLK), PRIMECAP Management Company, The Vanguard Group, Inc., Disciplined Growth Investors, Inc. and others on August 29, 2022. In June 2022, HP completed its offering of $2.0 billion aggregate principal amount of senior unsecured notes, consisting of $0.9 billion of 4.75% notes due January 2028 and $1.1 billion of 5.50 % notes due January 2033. HP intends to use the net proceeds from the offering, together with other available funds, to fund the purchase price of the acquisition of Plantronics, Inc. (“Poly”), repay Poly's existing term loan, and pay any related fees and expenses. With the transaction completed, Plantronics Chief Executive Officer Dave Shull will join HP as President, Workforce Services & Solutions, starting November 1, 2022. Andy Rhodes will run the combined HP-Poly business as General Manager, Hybrid Work Solutions & Peripherals. HP expects the transaction to be accretive to revenue, non-GAAP operating profit and non-GAAP EPS in FY23 post-merger.