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special project of the public interest program for

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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.

Details of the Dell special committee chairman's real estate interests reported in the article below can be found in a sale listing and in the marketing video shown here.

Source: New York Post, July 12, 2013 article

Icahn to boost bid as Dell big reboots

By Mark DeCambre

Last Updated: 12:25 AM, July 12, 2013
Posted: 11:21 PM, July 11, 2013

Billionaire investor Carl Icahn has one more trick up his sleeve.

The activist has promised to sweeten his proposal for Dell shareholders just days before a July 18 shareholder vote to determine the fate of the struggling PC maker.

Icahn told Bloomberg TV yesterday that he plans on making one last-ditch effort to thwart founder Michael Dell’s $13.65-a-share offer by adding warrants to his $14-a-share tender offer on the table.

“That will make it definitely superior,” Icahn told Bloomberg. “We think, after talking to a number of shareholders, that this should win the day for us. But you can’t be sure, obviously.”

Alex Mandl

Bloomberg News

Alex Mandl

Holders of the warrants could exchange them for stock should Dell shares hit “around $20,” Icahn said.

His latest plan comes less than 24 hours after he issued a letter to shareholders urging them to reject the Dell-led buyout in favor of letting a Delaware judge decide the company’s fair value.

A person close to Dell’s special committee, led by presiding director Alex Mandl, said they would review Icahn’s newest offer.

As the campaign enters the final stretch, at least two Dell shareholders told The Post that the weeks-long effort has taken a toll on Mandl, leading them to wonder if he planned to step down from the board.

It may be a moot point, as the board would be dissolved if Dell and buyout shop Silver Lake succeed in taking the company private.

A person familiar with Mandl’s thinking said he has no intention of stepping down if the Dell/Silver Lake proposal fails and that he’s focused on winning the best deal for shareholders.

The 69-year-old has been lobbying shareholders to back the proposed $24.4 billion buyout, while he also tries to unload his sprawling 12,000-square-foot mansion in Great Falls, Va.

His French-style abode, which boasts five bathrooms and three kitchens, is listed at $5.9 million. He acquired it for around $1 million in the late 1990s, and it has been on and off the market for a decade, according to property records.

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.