TechCrunch, March 18, 2014 article: "Cloudera Raises $160M From T. Rowe Price, Google Ventures And Michael Dell" [Dell making venture deals with largest demander of appraisal rights]

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.

For a news report identifying T. Rowe Price as the largest holder of demands for appraisal of Dell stock in its recent buyout, see

November 27, 2013 Wall Street Journal: "Dell Investors Line Up For Court Appraisal"

Source: TechCrunch, March 18, 2014 article

Cloudera Raises $160M From T. Rowe Price, Google Ventures And Michael Dell

by Leena Rao (@leenarao)

Cloudera, the startup that distributes and services Apache Hadoop-based data-management software and services, has raised $160 million led by T. Rowe Price, and including an investment by Google Ventures and an affiliate of MSD Capital, L.P., the private investment firm for Michael S. Dell. This brings the company’s total funding to $300 million.

Essentially Cloudera helps manage big data in a company, offering software, services and support for databases. When a user needs to analyze raw data to find a trend or to see if they can find valuable answers in unused data, Cloudera (built on top of Hadoop) allows them to complete more efficient queries.

Hadoop is a Java software framework born of an open-source implementation of Google’s published computing infrastructure which is fostered within the Apache Software Foundation. Hadoop supports distributed applications running on large clusters of commodity computers processing enormous amounts of data. Cloudera helps distribute Hadoop, and provides practical services around the technology, similar to what Red Hat does for the Linux framework.

Cloudera’s customer base includes AOL (TechCrunch’s parent company), CBS, eBay, Morgan Stanley, and The Walt Disney Company. The company has a number of partnerships in place, including one with Dell, which offers a Cloudera Hadoop configuration packaged with its servers.

The new funding will be used to support global expansion into Europe and Asia, scale the field and engineering organizations, and hire additional talent.

In the last funding round, Cloudera was valued at $700 million, so the company could be part of the $1 billion club with this new round.

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.