Pawan Tewari is not known as “Bid-’em-up Pawan,” but that’s what he did in advising 3Com Corp. on its $3.2 billion acquisition by Hewlett-Packard Co. The Goldman Sachs technology banker, with George Lee, Ryan Limaye and Colin Ryan, helped push HP to boost its offer three times in less than three months. The final bid of $7.90 per share was 53 percent more than the upper estimate of HP’s initial $5.15 offer. For that, Tewari and his team won $41 million in fees, according to securities filings.
Tewari’s group achieved such stellar value creation for 3Com as a result of its deep understanding of the Marlborough, Massachusetts–based networking provider’s businesses. Based in San Francisco, Tewari has been a key adviser to 3Com for more than a decade. His team counseled the company on its acquisition of U.S. Robotics Corp. in 1996 and its spin-off of Palm in 1999.
Most important, Tewari grasps 3Com’s relationship with Chinese networking giant Huawei Technologies Co. — a key aspect of the HP takeover — better than anybody else. He was lead adviser on all 3Com transactions with Huawei, including a joint venture in 2003, 3Com’s subsequent buyout of Huawei’s stake in 2006 and a failed attempt to take 3Com private by Bain Capital and Huawei in 2008.
With help from Goldman’s Hong Kong team, Tewari stressed 3Com’s strength in China during the negotiations with HP. A tour of 3Com’s R&D facilities in Beijing and its Chinese headquarters in Hangzhou helped persuade the computer maker to boost its offer to $6.75 per share. After further talking up China, where it has a hefty share of the enterprise networking market, and the synergy potential for HP — and after two more price hikes — 3Com agreed to a deal. The final number was almost double 3Com’s share price before HP’s initial offer. Morgan Stanley managing directors Kamal Ahmed and Michael Wyatt advised HP, earning $32.5 million in fees, according to Freeman & Co.
