Forum Home Page see Broadridge note below]

The Shareholder Forum^tm

special project of the public interest program for

Dell Valuation Home Page

Dell Valuation Project Reference

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 the New York Post report previously distributed to Forum participants that provided a foundation for the video and article below, and for an earlier article about potentially related Icahn interests overlooked in these reports, see

Source: CNBC, June 14, 2013 video and article

Faber Report: Icahn In the Dell?

Fri 14 Jun 13 | 01:38 PM ET

What is the possibility Carl Icahn will drop out of the Dell deal? CNBC's David Faber reports. With Kate Kelly.

U.S. NEWS

Carl Icahn Could Drop Out of Dell Deal

Published: Friday, 14 Jun 2013 | 2:55 PM ET

By: David Faber | CNBC Anchor and Reporter

Scott Eelis | Bloomberg | Getty Images

Carl Icahn, billionaire investor and chairman of Icahn Enterprises Holdings LP

$C:\Users\gl\Documents\My Webs\FORUM\DELL\Library\20130614_CNBC.htm - video$

Icahn In the Dell?

What is the possibility Carl Icahn will drop out of the Dell deal? CNBC's David Faber reports. With Kate Kelly.

As time gets tight for Carl Icahn and Southeastern Asset Management to shore up the structure and financing of their recap plan for Dell, sources close to the situation said the chances that Icahn will bow out of his pursuit of the recap have grown considerably.

While Icahn is not talking, bankers and bond investors who have negotiated with him to line up what is now $5.2 billion in financing said the prospect of a need for another $2 billion in equity for a recap is giving Icahn pause as he reviews the horrendous operating numbers that Dell has recently reported.

Those numbers, when coupled with the need for more debt and equity to address a so-called liquidity gap in funding a $12 special dividend, may tip Icahn to bow out. His teaming with Southeastern Asset Management, however, may add a layer of complexity to that decision, should it come.

A spokesperson for Southeastern had no comment.

Whatever path the group chooses, it is running out of time to do so. The meetings with proxy advisory firm ISS, at which both Dell and Icahn will present their plans, are fast approaching. Without a shored up financing plan for his recap, Icahn has little chance of winning ISS's backing—backing that's likely to prove crucial in the July 18 shareholder vote on the deal.

—By CNBC's David Faber.

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.