Forum Home Page see Broadridge note below]

The Shareholder Forum^tm

special project of the public interest program for

Dell Valuation Home Page

Dell Valuation Project Reference

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.

Forum distribution:

Additional professional views of Dell value greater than purchase price

Source: Fortune (published by CNN Money), October 28, 2013 article

Term Sheet The latest on private equity, M&A, deals and movements — from Wall Street to Silicon Valley

Silver Lake investors double down on Dell

FORTUNE

By Dan Primack October 28, 2013: 4:31 PM ET

Silver Lake discloses $350 million "co-investment" on Dell.

FORTUNE -- It seems that Carl Icahn may not be the only one who thinks Michael Dell got a bargain by agreeing to buy his eponymous company for $24.9 billion.

Silver Lake Partners, the private equity firm working with Michael Dell, has disclosed in a regulatory filing that some of its limited partners are making an aggregate co-investment of $350 million. In other words, some institutions that already have exposure to Dell (DELL) via their existing commitments to Silver Lake are effectively doubling down (or more) on this particular deal.

Silver Lake originally agreed to invest just over $1.4 billion into Dell our of its $1.03 billion fourth fund, so this means the fund itself only will have around $1.05 billion of exposure. That's an important number, since private equity funds try not to let any one investment account for more than 10% of their total capital.

A source familiar with the situation says that LP co-invest interest was "heavy" and "oversubscribed."

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.