Bloomberg, May 31, 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.

For the special committee's press release and the company's definitive proxy statement, see

The "Company Reports" section of the Forum's Dell project reference page provides links to additional reports, including all of the company's SEC filings of Transaction Statements.

Source: Bloomberg, May 31, 2013 article

Bloomberg.com

Bloomberg

Dell Sets Date for Shareholder Vote on CEO’s Leveraged Buyout

By Aaron Ricadela - May 31, 2013 6:43 AM ET

Dell Inc. (DELL) will hold a shareholder vote on July 18 on a $24.4 billion leveraged buyout offer by founder Michael Dell and Silver Lake Management LLC.

Dell recommended the offer be accepted after no better offer came during the “go-shop” period, according to a U.S. Securities and Exchange Commission filing. A majority of shareholders, excluding Chief Executive Officer Dell’s 15.6 percent stake, will have to approve the buyout for it to pass, according to the deal’s terms.

The vote will determine whether Michael Dell and Silver Lake will get the chance to run the world’s third-largest PC maker as a private company. As Dell’s earnings and sales decline amid a shift in demand to smartphones and tablets, the buyers are seeking to accelerate the company’s shift toward selling more products and services for corporate data centers.

The Silver Lake-led group offered $13.65 a share for Round Rock, Texas-based Dell, a 25 percent premium over the company’s share price on Jan. 11, the last trading day before Bloomberg News reported the company was in talks to go private.

Billionaire financier Carl Icahn has proposed a competing offer that would pay investors $12 a share in cash or stock while letting them retain stakes in a public company. Private-equity firm Blackstone Group LP (BX) had also researched a possible bid for Dell before withdrawing last month.

Shares of Dell closed down less than 1 percent to $13.27 in New York. The shares have gained 22 percent since Jan. 11.

Rival Offer

Icahn, who along with Southeastern owns almost 13 percent of Dell shares, said this month that he would look to replace Michael Dell as CEO if he prevails. Financing for Icahn’s proposal will come from existing cash at the PC maker and about $5.2 billion in new debt.

While Dell’s directors haven’t deemed Icahn’s proposal to be a superior offer, a special board committee is seeking more details about his proposal. In the event that a special committee of Dell directors concludes that the new proposal isn’t superior, Icahn has said he plans a proxy battle to install his own slate of directors.

To contact the reporter on this story: Aaron Ricadela in San Francisco at aricadela@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.

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