Bloomberg, March 13, 2013 article

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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.

The article below updates a previously distributed version with a report of the Shareholder Forum's Wednesday afternoon letter responding to Dell's Tuesday evening letter. The article provides a link to a copy of the Forum's letter, and copies of both letters are available in the Forum's report:

March 13, 2013 Forum Report: Encouraging Dell’s Voluntary Compliance with Investor Rights to Information

Source: Bloomberg, March 13, 2013 article

Bloomberg.com

Bloomberg

Dell to Open Investor List to Southeastern Amid LBO Opposition

By Dina Bass & Alexis Leondis - Mar 13, 2013 5:35 PM ET

Dell Inc. (DELL) agreed to provide investor information to Southeastern Asset Management Inc., its largest outside shareholder and one of the most vocal opponents of a planned $24.4 billion buyout.

Acting on behalf of its $7.7 billion Longleaf Partners Fund (LLPFX), Southeastern sought access last week to a list of investors to discuss the deal. Dell will make the information available, pending a confidentiality agreement, according to a filing yesterday with the U.S. Securities and Exchange Commission

The fund joins billionaire Carl Icahn in inspecting confidential Dell information, seeking to step up pressure on the company to find an alternative to a proposed buyout by founder Michael Dell and Silver Lake Management LLC. Southeastern and T. Rowe Price Group Inc., the second-biggest outside shareholder, say Dell is undervalued by the $13.65-a-share agreement to be taken private.

The board is seeking bids under a so-called go-shop period that lasts through March 22, and the deal requires approval from a majority of shareholders excluding CEO Dell.

Dell fell less than 1 percent to $14.30 at the close in New York, leaving them 4.8 percent higher than the offer price.

The computer maker denied a request for financial information from Cavan Partners LP that was sent on the letterhead of the Shareholder Forum, Dell said in the filing.

Proxy Statement

David Frink, a spokesman for Round Rock, Texas-based Dell, said that the company isn’t required to comply with the request for all communication between advisers and the company or a committee of its board. Dell plans to disclose more information about its financial performance and projections, as well as efforts to find a buyer, by the end of March.

“It surprised me that they seemed to object to what people would consider the obvious logic of investors having access to the same information that insiders used to make a proposal,” Gary Lutin, who filed the request for information and is chairman of the Shareholder Forum, said in a telephone interview yesterday. “We actually deliberately specified the information requirements to be exactly the same as what they provided to their own valuation experts.”

The Shareholder Forum acts as an independent moderator and doesn’t own Dell securities, Lutin said. Dell shareholder Cavan Partners, a hedge fund, gave the Shareholder Forum authority to write the letter.

Lutin responded to the issues raised by Dell as grounds for its refusal, and reiterated the Shareholder Forum’s request for information today.

Independent Decisions

“What concerns us is the need for each of Dell’s stockholders to make its own independent decisions about its own individual interest, and that is not something that board members can or should be doing for them,” Lutin wrote in a letter to Dell posted on the group’s website.

Icahn has amassed a stake in Dell and is pushing the company to pay a $9 a share special dividend.

The buyers could boost the offer to $15 a share and still pay the cheapest multiple among large technology buyouts. At least five analysts see the buyout group increasing the bid to as much as $14.90 to $15 a share. At $15, Dell still would be going private at about 5.4 times profit, the lowest multiple for a technology buyout larger than $1 billion, according to data compiled by Bloomberg.

To contact the reporters on this story: Dina Bass in Seattle at dbass2@bloomberg.net; Alexis Leondis in New York at aleondis@bloomberg.net

To contact the editor responsible for this story: Tom Giles at tgiles5@bloomberg.net

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.