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The Shareholder Forumtm

special project of the public interest program for

Fair Investor Access

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.


 

 

The article below is the original version distributed to Forum participants shortly after its publication. For the final version published in the following morning's print edition of the paper, click here.

 

Source: The Wall Street Journal, April 18, 2013 article

THE WALL STREET JOURNAL.


BUSINESS  |  Updated April 18, 2013, 9:43 p.m. ET

Blackstone Ends Pursuit of Dell

 

Blackstone Group LP has ended its pursuit of Dell Inc., less than a month after the private-equity firm said it would try to top a leveraged buyout by the computer maker's founder and a rival private-equity firm.

Blackstone had been putting together a bid for Dell to top the offer from founder Michael Dell and private-equity firm Silver Lake Partners. Blackstone's offer would have kept part of the company in the hands of public shareholders.

A Blackstone spokesman declined to comment. The firm's reasons for dropping its potential bid were unclear.

Investor Carl Icahn also said he planned to bid for Dell. It is not clear where Mr. Icahn's potential offer stands.

A special committee of Dell board members earlier said it believed both potential counterbids could be superior to the Silver Lake deal and that it would evaluate both offers should either Blackstone or Mr. Icahn present a firm bid.

The halt to Blackstone's rival deal effort leaves Silver Lake and Mr. Dell in a stronger position to push ahead with their offer to buy all of the company's shares not owned by Mr. Dell and his affiliates for $13.65 apiece.

Still, investors hoping for a sweeter offer had pushed up Dell shares above the proposed buyout price, and several large Dell shareholders had agitated against the deal from Silver Lake and Mr. Dell. It's unclear if Blackstone's failed bid will change their thinking.

Since Blackstone formally expressed its interest in making a bid for Dell in late March, more evidence emerged of a sinking market for personal computers, Dell's largest source of revenue. Last week, market-research firm IDC said global shipments of personal computers fell nearly 14% in the first quarter from the same stretch a year ago. IDC said it was the worst quarterly drop for PC shipments since it started tracking the data in 1994. Dell shipped 11% fewer PCs than a year earlier, according to the IDC figures.

Blackstone had been in negotiations with Mr. Dell on whether he would roll into their deal the 16% of shares he and his affiliates control, as he is doing with Silver Lake, people familiar with the discussions said.

The two sides had several meetings, but it remained unclear if they could reach a deal that would leave Mr. Dell controlling the future of his namesake company, a condition he attached to rolling his stake, one of the people said.

Blackstone had also been in talks with other potential CEOs for Delll.

In 4 p.m. Nasdaq Stock Market trading Thursday, Dell shares were at $13.95, down 2 cents.

—Shira Ovide contributed to this article

Copyright ©2013 Dow Jones & Company, Inc. All Rights Reserved

 

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.