Bloomberg, October 4, 2013 article

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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 initial report of the Icahn settlement of Dell appraisal rights below was distributed to Forum participants about an hour after its publication. The final 4:16pm version of the article includes additional information about the settlement.

Source: Bloomberg, October 4, 2013 article

Bloomberg.com

Bloomberg

Icahn Withdraws Appraisal Request for Dell Stake

By Miles Weiss - Oct 4, 2013 12:35 PM ET

Carl Icahn, the activist investor who opposed the $24.9 billion buyout of Dell Inc., has backed away from a demand for an independent court appraisal of his 8.9 percent stake in the PC maker.

“I withdrew my demand for appraisal of my Dell shares,” Icahn said today in a post on Twitter. “Based on our returns on capital, we believe we have better uses for $2 billion.”

The withdrawal is a reversal for the billionaire investor, who claimed that the $13.75 a share buyout proposed by founder and Chief Executive Officer Michael Dell undervalued the Round Rock, Texas-based company that bears his name. Icahn had said he planned to petition the Delaware Chancery Court for an independent valuation of his shares and had urged other shareholders to do the same. Had he gone forward, Dell would have had to pay Icahn whatever the court decided his stake was worth, plus interest of almost 6 percent.

Dell filed a Form 8-K (DELL) with the U.S. Securities and Exchange Commission today stating that Icahn notified the company yesterday that his affiliates “have withdrawn their written demands for appraisal” for all 156.5 million shares that they held.

“We are going to proceed accordingly with the rest of the process, including closing” the buyout later this month “and then with whatever litigation occurs down the road,” David Frink, a Dell spokesman, said today in an interview.

Dell received appraisal requests for a total of 225 million shares, including the 156.5 million held by Icahn, said a person familiar with the matter, who asked not to be identified because the information hasn’t been made public. That suggests that investors holding an additional 68.5 million Dell shares passed up the $942 million they would have received through the buyout in order to pursue a court valuation for their stockholdings.

Icahn did not immediately return a call seeking comment.

To contact the reporter on this story: Miles Weiss in Washington at mweiss@bloomberg.net

To contact the editor responsible for this story: Christian Baumgaertel at cbaumgaertel@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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