Reuters, May 20, 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.

For the letter addressed in the article below, see the press release issued by the Special Committee of the Board of Directors of Dell Inc. through its own public relations adviser:

May 20, 2013, Special Committee of the Board of Directors of Dell Inc. (as published by Business Wire): "Dell Special Committee Sends Letter To Carl Icahn and Southeastern Asset Management"

Source: Reuters, May 20, 2013 article

Dell says cannot disclose more information to Icahn yet

Mon May 20, 2013 7:49am EDT

(Reuters) - Dell Inc said in a letter to suitors Carl Icahn and Southeastern Asset Management that the company would not provide more information about itself unless the board determined that their proposal was "superior" to founder Michael Dell's.

Earlier this month, Icahn and Southeastern offered $12 in cash per share or additional shares to existing investors as an alternative to Michael Dell's $24.4 billion bid to take the company private.

Dell's special committee of the board of directors said in a letter on Monday that Icahn's affiliates and representatives had made a number of requests for information, including a request for data room access for a potential lender.

"Please understand that unless we receive information that is responsive to our May 13 letter, we are not in a position to evaluate whether your proposal meets that standard," the special committee said.

The committee had on May 13 asked Icahn and his ally Southeastern for more details on their proposed offer.

It had said it was not clear Icahn intended to make "an actual acquisition proposal that the Board could evaluate" or if he intended his offer as an alternative in the event the pending sale to Silver Lake and Michael Dell is not approved.

Dell reported a 79 percent slide in quarterly profit last week as personal computer sales continued to shrink.

(Reporting by Sayantani Ghosh in Bangalore; Editing by Roshni Menon)

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.

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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.