Interest from the two software giants would seem a plausible explanation for the peculiar circumstances around Autonomy’s on-again, off-again talks about making an acquisition.

In April it said it would sell convertible bonds to raise money–nearly $800 million–to fund an acquisition, though it never named a target.

Then suddenly last month the company said the deal it had been working on was being put off because of another unspecified opportunity, which promptly sent its stock reeling. Autonomy shares, which trade on London’s FTSE, are down 27 percent from their 52-week high. It could be that whatever deal the company was working on was put on the back burner following unexpected overtures from Larry Ellison and Steve Ballmer.

Autonomy specializes in what it calls Meaning Based Computing. Its software is designed to recognize the relationships between structured data–what you find in an organized database–and unstructured data–which can be anything from words in a written document, a speech or conversation, or anything else that has information that isn’t organized into rows and columns. Its customers run the gamut from businesses such as FedEx, the NYSE, Louis Vuitton and Goodyear to tech firms like Adobe and Cisco Systems.

On its face this rumor is interesting because now that the battle to roll up the data storage firms is largely resolved following Dell’s acquisition of Compellent, one of the next dealmaking battle fronts for the large IT vendors is going to be software that makes managing data in all its various forms easier, more powerful and less costly.

Autonomy certainly fits that bill, and at market valuation in the $7 billion neighborhood, both Oracle and Microsoft could get it done.

However, the cynic in me wonders if this is just a deliberate rumor intended to goose Autonomy’s flagging stock price. If that’s the case, it appears to have worked.

It’s the latest move in the roll-up of storage companies by larger IT providers. The wrestling match over 3Par had driven up Compellent’s share price, and prior deals by IBM for Netezza and EMC’s grab of Isilon Systems added fuel to the fire. Something tells me it won’t be the last.

Here’s the press release:

Dell to Acquire Compellent

* Fast-Growing Compellent Technologies, Inc. Provides an Intelligent, Powerful and Easy to Use Virtualized Storage Platform
* Compellent’s Channel Focus Will Further Extend Dell’s PartnerDirect Relationships, Offering New Set of Storage Products to All Members
* Transaction Expected to Be Accretive to Dell Non-GAAP Earnings in Its Fiscal Year 2012
ROUND ROCK, Texas & EDEN PRAIRIE, Minn.–(BUSINESS WIRE)– Dell (NASDAQ:DELL – News) and Compellent Technologies, Inc. (NYSE:CML – News) today announced they have entered into a definitive agreement for Dell to acquire Compellent, a rapidly growing provider of highly-virtualized storage solutions with automated data management features, including tiering and thin provisioning, for enterprise and cloud-computing environments. The acquisition is the latest strategic investment by Dell as it expands its portfolio of enterprise-class storage solutions and is consistent with Dell’s strategy to help customers better manage data growth, reduce storage costs and dramatically simplify the management of IT infrastructure.

The acquisition of Compellent will deliver on Dell’s commitment to provide its customers solutions that are open, capable and affordable. Dell delivers an open and integrated approach to data management that drives efficiency and dramatically reduces costs by streamlining operations.

Upon closing the transaction, Dell will quickly make Compellent an integral part of its industry-leading storage portfolio, including PowerVault, EqualLogic and Dell/EMC. Compellent expands Dell’s award-winning storage solutions, which now offers customers innovative systems and choice at every storage tier, from direct-attach to highly-virtualized SANs.

Dell also plans to keep Compellent’s existing operations in Eden Prairie, Minn., and will invest in engineering, support, operations and sales capability to grow this business.

Compellent sells its solutions through an extensive network of channel partners. Dell plans to maintain and enhance the strong channel program that Compellent has developed. Dell also signed a reseller agreement with Compellent that extends the storage portfolio it can offer its worldwide customer base, effective immediately.

Quotes

“Compellent is a natural complement to Dell’s expanding enterprise storage portfolio. The Compellent storage platform will enable Dell to provide customers additional mid- and high-end network storage solutions that simplify and reduce the cost of data management,” said Brad Anderson, senior vice president, Enterprise Product Group. “Compellent’s design focus on intelligently managing data to increase efficiency, agility and resiliency is consistent with Dell’s approach of building solutions that can quickly scale to meet the most demanding enterprise environment.”

“We are excited about our merger with Dell. This is the next logical step in our goal to scale our products, channel and team worldwide,” said Phil Soran, President, CEO and Chairman of Compellent. “With Dell’s scale and technology leadership, we accelerate the adoption of our virtualized platform, Fluid Data, to redefine the value of enterprise storage for data centers and cloud computing.”

Terms and Closing

Under terms of the agreement, approved by the boards of directors of both companies, Dell will pay $27.75 per share in cash for each share of Compellent for a total equity value of approximately $960 million, and aggregate purchase price of approximately $820 million, net of Compellent’s cash. The transaction, which is subject to approval by Compellent’s shareholders and customary closing conditions, is expected to close in early 2011.

About Dell

Dell Inc. (NASDAQ:DELL – News) listens to customers and delivers worldwide innovative technology, business solutions and services they trust and value. For more information, visit www.dell.com.

About Compellent

Compellent Technologies (NYSE:CML – News) provides Fluid Data storage solutions that automate the movement and management of data at a granular level, enabling organizations to constantly adapt to change, slash costs and secure information against downtime and disaster. This patented, built-in storage intelligence delivers significant efficiency, scalability and flexibility. With an all-channel sales network in 35 countries, Compellent is one of the fastest growing enterprise storage companies in the world. For more information and news, visit www.compellent.com and www.compellent.com/news.

This morning Hewlett-Packard (HPQ) again raised its bid for the data storage provider, trumping a superior bid made by Dell (DELL) just hours before.

HP offered $33 a share for 3Par (PAR), surpassing Dell’s counteroffer of $32 a share and pushing the total value of the deal to $2.4 billion. HP’s latest bid is more than three times 3Par’s $9.65 closing price on Aug. 13, the day before Dell’s first bid was revealed.

PREVIOUSLY

• Will Dell Bail on 3Par?
• HP’s New Bid For 3Par: $30 per Share. 3Par’s New Share Price: $31.44.
• HP Raises 3Par Bid to $27 Per Share
• After Harried Sofa-Cushion Search, Dell Outbids HP for 3Par
• Dell Has Three Days to Top HP’s 3Par Bid
• Dell Prepping Higher Bid for 3Par
• HP, Dell in Bidding War for 3Par
• Dell Buys 3Par for $1.15 Billion

Will Dell (DELL), which has the right under its original Aug. 16 agreement to match any competing proposal within three business days, allow that to happen?

Investors who drove 3Par’s (PAR) stock price to $32.91 Monday clearly don’t think it will. But it may have to. After all, HP (HPQ) has the bigger wallet and sources close to the company say it’s willing to dip into it again if Dell should trump its offer before Wednesday. In other words, it’s looking increasingly like Dell can’t win this one, even if it counters HP’s latest.

Dell, for its part, isn’t yet willing to concede defeat, though the company does seem to be staring it in the face.

“We have an existing agreement with 3Par that gives us the right to match any competitive offer,” said a company spokesperson. “We are assessing it at this time. We will make a decision in the best interest of our customers and shareholders and make that known when it becomes appropriate.”

PREVIOUSLY

• HP’s New Bid For 3Par: $30 per Share. 3Par’s New Share Price: $31.44.
• HP Raises 3Par Bid to $27 Per Share
• After Harried Sofa-Cushion Search, Dell Outbids HP for 3Par
• Dell Has Three Days to Top HP’s 3Par Bid
• Dell Prepping Higher Bid for 3Par
• HP, Dell in Bidding War for 3Par
• Dell Buys 3Par for $1.15 Billion

Hewlett-Packard increased its bid for data storage vendor 3Par to $30 a share this morning–about 90 minutes after Dell matched its previous offer of $27. HP’s (HPQ) latest play for 3Par (PAR) values it at $2 billion, an 11 percent premium over Dell’s $1.8 billion offer, which 3Par accepted shortly after it was made.

Fascinating. Recall that this all began with a $1.15 billion, $18-per-share deal between Dell and 3Par in mid-August. Six bids later, we’re at $30-per-share and $2 billion. Meanwhile, at $31.44, 3Par’s stock is up well over 20 percent this morning. This bidding war may well go another round or two.

Said Jayson Noland of investment firm Robert W. Baird, “The valuation is so extreme now, there’s not really a benchmark where you can say, ‘OK, they’re going to stop here.’ ”

HP Announces Revised Proposal to Acquire 3PAR for $30 per Share in Cash

PALO ALTO, Calif., Aug 27, 2010 — HP (HPQ 38.10, -0.12, -0.31%) today announced that it has increased its proposal to acquire all of the outstanding shares of 3PAR Inc. (PAR 31.57, +5.54, +21.28%) to $30 per share in cash, or an enterprise value of $2.0 billion. The proposal represents an 11 percent premium above the most recent price offered by Dell Inc. of $27 per share. HP’s proposal is not subject to any financing contingency and has been approved by HP’s board of directors. Once approved by 3PAR’s board, HP expects the transaction to close by the end of the calendar year.

PREVIOUSLY

• HP Raises 3Par Bid to $27 Per Share
• After Harried Sofa-Cushion Search, Dell Outbids HP for 3Par
• Dell Has Three Days to Top HP’s 3Par Bid
• Dell Prepping Higher Bid for 3Par
• HP, Dell in Bidding War for 3Par
• Dell Buys 3Par for $1.15 Billion

Hewlett-Packard’s (HPQ) offer is greater than its rival’s by a third–$24 a share to Dell’s (DELL) $18 a share. And the offer isn’t subject to any financing contingency. If it’s approved by 3Par’s board, HP says a deal could close “immediately following termination of the Dell merger agreement.”

“HP’s proposal offers superior value to 3PAR’s shareholders. Our global reach, strong routes to market and commitment to innovation uniquely position HP as the ideal fit for 3PAR,” said Dave Donatelli, HP executive vice president and general manager, Enterprise Servers, Storage and Networking, in a statement. “We’ve seen great momentum with our Converged Infrastructure strategy, and 3PAR accelerates that strategy, particularly in cloud and scale-out markets.”

Interestingly, HP’s offer is its second bid for the company, which it says it has been in talks with for some time.

HP Proposes to Acquire 3PAR for $24 per Share in Cash

PALO ALTO, Calif.–August 23, 2010 HP (NYSE:HPQ) today announced that it has submitted to 3PAR Inc. (NYSE:PAR) a proposal to acquire all of the outstanding shares of 3PAR for $24.00 per share in cash, or an enterprise value of $1.6 billion.

The proposed transaction represents a 33.3% premium above the price proposed by Dell Inc. HP’s proposal is not subject to any financing contingency and has been approved by HP’s board of directors. Once approved by 3PAR’s board, HP expects the transaction to close by the end of the calendar year.

The addition of 3PAR’s next-generation storage architecture will accelerate HP’s winning Converged Infrastructure strategy, which provides customers with an unmatched portfolio of intellectual property across storage, server and networking solutions. 3PAR’s highly scalable storage systems will further strengthen HP’s ability to deliver the highest levels of performance, efficiency and reliability to customers worldwide. The combination will bolster HP’s storage offerings and diversify its portfolio across key growth markets.

“HP’s proposal offers superior value to 3PAR’s shareholders. Our global reach, strong routes to market and commitment to innovation uniquely position HP as the ideal fit for 3PAR,” said Dave Donatelli, executive vice president and general manager, Enterprise Servers, Storage and Networking, HP. “We’ve seen great momentum with our Converged Infrastructure strategy, and 3PAR accelerates that strategy, particularly in cloud and scale-out markets.”

Investor and analyst conference call

HP will host a conference call for financial analysts and stockholders today at 6 a.m. PT to discuss its proposal to acquire 3PAR.

The call, hosted by Dave Donatelli, will be accessible at www.hp.com/investor/home.

The following is the full text of the letter HP sent to the 3PAR board regarding its offer:

August 23, 2010

Mr. David Scott President and Chief Executive Officer 3PAR, Inc. 4209 Technology Drive Fremont, CA 94538

Dear David:

We are pleased to submit to you and your Board of Directors a proposal to acquire 3PAR, Inc., (”3PAR”) which is substantially superior to the Dell Inc. (”Dell”) transaction. We are very enthusiastic about the prospect of entering into a strategic transaction with 3PAR and believe that a business combination with HP will deliver significant benefits to your stockholders, customers, employees and partners.

We propose to increase our offer to acquire all of 3PAR outstanding common stock to $24.00 per share in cash. This offer represents a 33.3% premium to Dell’s offer price and is a “Superior Proposal” as defined in your merger agreement with Dell. HP’s proposal is not subject to any financing contingency. HP’s Board of Directors has approved this proposal, which is not subject to any additional internal approvals. If approved by your Board of Directors, we expect the transaction would close by the end of the calendar year.

In addition to the compelling value offered by our proposal, there are unparalleled strategic benefits to be gained by combining these two organizations. HP is uniquely positioned to capitalize on 3PAR’s next-generation storage technology by utilizing our global reach and superior routes to market to deliver 3PAR’s products to customers around the world. Together, we will accelerate our ability to offer unmatched levels of performance, efficiency and scalability to customers deploying cloud or scale-out environments, helping drive new growth for both companies.

As a Silicon Valley-based company, we share 3PAR’s passion for innovation. We have great respect for 3PAR’s management team and its employee base, and are excited about the prospect of working together going forward. Our long track record of acquiring companies and integrating them seamlessly into our organization gives us great confidence that this will be a successful combination.

We are including with this letter a draft merger agreement with the same terms as your announced transaction with Dell but which eliminates the termination fee.

We understand that you will first need to communicate this proposal and your Board’s determinations to Dell, but we are prepared to execute the merger agreement immediately following your termination of the Dell merger agreement. We also are prepared to commence a cash tender offer reflecting our higher price. Our tender offer would, of course, be conditioned upon your Board of Directors’ approval of a transaction with HP.

We look forward to making this opportunity a reality and consummating a mutually beneficial transaction.

Sincerely,

Shane Robison
Executive Vice President and Chief Strategy and Technology Officer HP

Which is exactly what Data Domain did.

One consolation: NetApp (NTAP) may have failed as a suitor, but it received a $57 million breakup fee from Data Domain (DDUP) as a result of the termination of the agreement.

Still, it’s a tough blow for NetApp (NTAP), which will now focus on “existing growth opportunities” instead of ill-starred bidding wars with rivals.

Said Dan Warmenhoven, NetApp’s chairman and CEO: “While NetApp’s acquisition of Data Domain would have produced benefits for customers and employees and complemented NetApp’s existing growth trajectory, we remain highly confident in our already compelling strategic plan, market opportunities, and competitive strengths.”

“NetApp applies a disciplined approach to acquisitions, one focused intently on creating long-term value for our stockholders.” Warmerhoven added. “We therefore cannot justify engaging in an increasingly expensive and dilutive bidding war that would diminish the deal’s strategic and financial benefits. NetApp has established leadership positions in virtualized infrastructure, storage efficiency, and unified storage, even in these difficult economic times, by helping customers meet their business objectives with less physical storage while reducing costs. That commitment will not change. We look forward to continuing to build on our foundation of innovation and customer service, and to continuing to execute our successful growth strategy.”

[Image credit: despair.com]