Forum Home Page see Broadridge note below]

The Shareholder Forum^tm

special project of the public interest program for

For related issues, see programs for

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.

Source: TechWorld, November 19, 2013 article

Dell thinks long term after going private

No changes to local teams facing customers and partners

Adam Bender (Computerworld) | 19 November, 2013 10:14

Dell vice president of ANZ, Joe Kremer at the Dell Enterprise Forum in Melbourne

Going private will give Dell the “passion and energy” of a technology startup, said Dell's vice president for Australia and New Zealand, Joe Kremer.

Dell CEO Michael Dell and investment partner Silver Lake completed their deal to buy out the company for US$24.9 billion late last month. Michael Dell has said that going private will remove pressure of answering to shareholders and give leaders more flexibility in decision making.

“The biggest thing that will change is that we have a much greater focus on the long term,” Kremer told Australian customers in a keynote at the Dell Enterprise Forum in Melbourne.

Since Dell will no longer be a listed company, “the outcome of any particular quarter becomes less important, and the outcome for our customers and our business in the long term becomes even more important”, he said.

“From a financial perspective as a private company, we’ll no longer be paying a half a grand dollars on dividends, we’ll no longer be doing stock buybacks, and we have more than $5 billion a year in positive cash flow.”

Kremer said Dell will maintain its focus on customers, with no changes to local teams handling customers and partners.

Michael Dell, who will own 75 per cent of the company under the new structure, has said he wants to be “very personally involved” in the company’s affairs, Kremer noted.

“There’s no question it’s a little unusual for a founder of a $50 billion company going private, and he’s putting more money in, and very keen to run things as a private company.”

Kremer said Dell is seeing significant growth in new businesses including software, services and data centres. Also, Dell has increased investment in research and development, he said.

“You can expect to see more and more investment and more and more growth in these new and emerging areas at Dell.”

Adam Bender travelled to Melbourne as a guest of Dell.

Follow Adam Bender on Twitter: @WatchAdam

Follow Computerworld Australia on Twitter: @ComputerworldAU, or take part in the Computerworld conversation on LinkedIn: Computerworld Australia

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.