HPE to Acquire Supercomputing Leader Cray

Additionally, Cray will file other relevant materials in connection with the proposed acquisition of Cray by HPE pursuant to the terms of an Agreement and Plan of Merger by and among, HPE, Cray Merger Sub, Inc., a wholly owned subsidiary of HPE, and Cray. Cray and its directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Cray shareholders in connection with the proposed transaction. Information concerning the interests of Cray’s participants in the solicitation, which may, in some cases, be different than those of Cray’s shareholders generally, are available in Cray’s proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on April 18, 2019. To the extent holdings of securities by Cray’s directors or executive officers have changed since the amounts disclosed Cray’s respective proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding these persons and their interests in the proposed transaction will be set forth in the definitive proxy statement relating to the proposed transaction when it becomes available. These documents are available free of charge at the SEC’s web site at www.sec.gov or by going to Cray’s website at www.cray.com.

Forward-looking Statements

This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of HPE and its consolidated subsidiaries or of Cray could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, any statements regarding the expected benefits and costs of the transaction contemplated by this document; the expected timing of the completion of the transaction; the ability of HPE, its subsidiaries and Cray to complete the transaction considering the various conditions to the transaction, some of which are outside the parties’ control, including those conditions related to regulatory approvals; projections of revenue, expenses, net earnings, operating profit, cash flows, or other financial items; the expectation of the combined company having the opportunity to drive the next generation of high performance computing and play an important part in advancing the way people live and work; the expected size of the HPC segment of the market and associated storage and services in 2021; the opportunity to bring together Cray and HPE to provide customers unique supercomputing technology; the belief that the agreement maximizes Cray’s value for its shareholders and the unique combination’s opportunities for both employees and customers; the expected strengthening of HPE’s portfolio by leveraging Cray’s solutions; the expectations relating to the combined company’s reach to a broader set of end markets; the expectations relating to the combined company’s enhanced opportunities for growth and the integrated platform to lead the Exascale era of high performance computing; the expectation that the combined company will deliver significant customer benefits; the expectation that significant economic upside will be realized from the combination; the expectation that the combined company’s enhanced financial profile; the expectation that the combined company will drive significant revenue growth opportunities; statements regarding the delivery of significant cost synergies to lower costs and improve product performance; the expectation that the transaction will be accretive to HPE non-GAAP operating profit and earnings in the first full fiscal year following close; HPE’s expectation to incur one-time integration costs that will be absorbed into HPE’s FY20 free cash flow outlook of $1.9B to $2.1B that remains unchanged; the expected closing timing; any statements concerning the expected development, performance, market share or competitive performance relating to products or services; any statements regarding current or future macroeconomic trends or events and the impact of those trends and events on HPE or Cray and such companies’ financial performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the integration of the acquisition post-closing may not occur as anticipated, and the combined companies’ ability to achieve the growth prospects and synergies expected from the transaction, as well as delays, challenges and expenses associated with integrating the combined companies’ existing businesses may incur; that the transaction may not be timely completed, if at all; that, prior to the completion of the transaction, Cray’s business may not perform as expected due to transaction-related uncertainty or other factors; the effect of the announcement or pendency of the transaction on Cray’s business relationships, operating results, and business generally; that the parties are unable to successfully implement integration strategies; the need to address the many challenges facing Cray’s and HPE's businesses; the competitive pressures faced by the businesses; risks associated with executing strategy; the impact of macroeconomic and geopolitical trends and events; the development and transition of new products and services and the enhancement of existing products and services to meet customer needs and respond to emerging technological trends and other risks that are described in the SEC reports of HPE and Cray, including but not limited to the risks described in HPE’s Annual Report on Form 10-K for its fiscal year ended October 31, 2018, and subsequent quarterly reports on Form 10-Q, Cray’s Annual Report on Form 10-K for its fiscal year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q, and that are otherwise described or updated from time to time in other filings with the SEC. HPE and Cray assume no obligation and do not intend to update these forward-looking statements.

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