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The Shareholder Forumtm

special project of the public interest program for

Fair Investor Access

Supporting investor interests in

appraisal rights for intrinsic value realization

in the buyout of

Dell Inc.

For related issues, see programs for

Appraisal Rights Investments

Fair Investor Access

Project Status

Forum participants were encouraged to consider appraisal rights in June 2013 as a means of realizing the same long term intrinsic value that the company's founder and private equity partner sought in an opportunistic market-priced buyout, and legal research of court valuation standards was commissioned to support the required investment decisions.

The buyout transaction became effective on October 28, 2013 at an offer price of $13.75 per share, and the appraisal case was initiated on October 29, 2013, by the Forum's representative petitioner, Cavan Partners, LP. The Delaware Chancery Court issued its decision on May 31, 2016, establishing the intrinsic fair value of Dell shares at the effective date as $17.62 per share, approximately 28.1% more than the offer price, with definitive legal explanations confirming the foundations of Shareholder Forum support for appraisal rights.

Each of the Dell shareholders who chose to rely upon the Forum's support satisfied the procedural requirements to be eligible for payment of the $17.62 fair value, plus interest on that amount compounding since the effective date at 5% above the Federal Reserve discount rate.

Note: On December 14, 2017, the Delaware Supreme Court reversed and remanded the decision above, encouraging reliance upon market pricing of the transaction as a determination of "fair value." The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for the realization of intrinsic value in opportunistically priced but carefully negotiated buyouts.

 

 

For a copy of the Dell letter referenced in the article below, the text of which was presented in a company SEC filing, see

 

Source: The Washington Post (AP), March 12, 2013 article

Technology

Dell rebuffs shareholder group seeking access to internal assessments that led to buyout

By Associated Press, Mar 12, 2013 11:48 PM EDT

ROUND ROCK, Texas — Dell has rejected a request from a shareholder rights group seeking to review the internal information that led to a proposed $24.4 billion sale of the struggling personal computer maker.

In a letter Tuesday, a Dell lawyer told the Shareholder Forum that it hadn’t met the legal standard needed to gain access to confidential assessments that swayed the decision-making process of the company’s board.

The Shareholder Forum, acting on behalf of an unidentified Dell shareholder, is trying to determine if the Round Rock, Texas, company is worth more than the $13.65 per share being offered by its CEO Michael Dell and a group of investors led by Silver Lake.

Gary Lutin, a former investment banker who runs the Shareholder Forum, said he plans to send another letter Wednesday to Dell Inc. in an attempt to clear up any confusion over the legal issues governing the effort to shine more light on the sale negotiations.

Dell had staunchly defended the proposed sale to Michael Dell and Silver Lake as the best deal for the company after evaluating a wide range of other alternatives during a five-month review. The company also is seeking other suitors willing to submit a higher bid.

Investors have been betting that the stakes will be raised. Dell’s stock has been trading above the proposed sale price for most of the time since the deal was announced in early February. The shares dipped by a nickel to close Tuesday at $14.32.

The mounting opposition to the proposed deal gained more momentum last week when activist investor Carl Icahn notified Dell that he had acquired a stake in the company in an attempt to come up with a better alternative. Icahn, who hasn’t yet disclosed the size of his Dell stake, is pushing the company’s board to scrap the sale and pay a special dividend of $9 per share instead. Pursuing Icahn’s path would require a show of faith in Dell’s plan to boost its recently sagging revenue by expanding into more profitable technology niches beyond the slumping PC market.

Even though the company’s financial performance has been weakening as PC sales droop, some shareholders are convinced Dell is worth substantially more than what Michael Dell and Silver Lake are offering.

Southeastern Asset Management, an investment firm that owns the second largest stake after Michael Dell, contends the company is worth nearly $24 a share.

In a separate move Tuesday, Dell granted Southeastern Asset’s request for a list of shareholders and other records. That information will make it easier for Southeastern Asset to coordinate a rebellion against Dell’s proposed sale, if the board continues to back it at the current price.

The deadline for competing bids to be submitted is March 22.

Copyright 2013 The Associated Press. All rights reserved.

 

 

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This project was conducted as part of the Shareholder Forum's public interest  program for "Fair Investor Access," which is open free of charge to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The management of Dell Inc. declined the Forum's invitation to provide leadership of this project, but was encouraged to collaborate in its progress to assure cost-efficient, timely delivery of information relevant to investor decisions. As the project evolved, those information requirements were ultimately satisfied in the context of an appraisal proceeding.

Inquiries about this project and requests to be included in its distribution list may be addressed to dell@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.