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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.

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Forum reference:

Dell discusses plans and market conditions not disclosed prior to buyout

 

Source: Fortune, May 21, 2014 video interview

 

Tech     Brainstorm Green

Michael Dell on the new (private) Dell

by Fortune Editors

May 21, 2014, 12:00 PM EDT

 


 

CEO Michael Dell talks with Fortune Managing Editor Andy Serwer about how the company is adapting to its new private life.

 

Transcript

0:05
all right thank you very much
0:06
um and welcome Michael I guess it's a no what kinda animal appears every six
0:11
years
0:11
but every six years you come to brainstorm green so we're very
0:15
delighted to have thanks for having me back yeah nice to see you
0:18
um lotta stuff we want to talk about um
0:21
lot of things going on adults very exciting time you guys are private again
0:25
it's your baby again
0:26
on and want to get to that but I wanna sir to start off by asking you about the
0:32
IT business generally
0:34
in terms of sustainability particularly the end of the product cycle
0:38
and how companies and consumers are doing in terms are
0:42
recycling begins to use that word on computers
0:47
desktops notebooks laptops and all that where we stand
0:50
I think in terms of the
0:54
come to the recycling in a minute but I think in terms that the
0:57
awareness and understanding of the companies themselves
1:01
terms at the input materials the
1:04
energy sensitive the and thinking about
1:09
life cycle issues I think it's vastly improved verses
1:13
ten or twenty years ago he terms a recycling
1:18
you know we've offered free recycling
1:21
he now for quite some time in in 76 countries
1:25
night I we've rented out stadiums
1:29
right now all over to be able to
1:33
recycle not sharp rocks but actually any will take anybody's
1:36
you any product mmm we've got an alliance with Goodwill Industries
1:41
right where you can take any electronics to Goodwill Industries no
1:44
recycle for free so the
1:47
I'd say the corporations
1:52
our customers institutions had been
1:56
pretty good at thinking about in the life issues
1:59
and often including
2:02
that in the consideration when they
2:05
when a by by new things terms in the consumer standpoint
2:10
I say not not as good there certainly are consumers that are
2:15
aware and very passionate but
2:18
too many consumers just from in the closet throughway don't think about it
2:23
and no
2:26
you with a lot surely we can do more
2:29
I think awareness is still not an issue
2:33
and a me but its its
2:36
it's never been more free rated
2:39
there or more easy to recycle electronics and
2:43
and certainly you know we can making the
2:46
even easier but has been a lot of progress has been
2:50
was interesting that you know here again it may be a
2:53
true that companies are headed consumers when talking about that throughout
2:57
on brainstorm green and he was just we're just talking to natalie allen who
3:01
was Saint
3:02
landfills in LA you know you can still see
3:05
computer hardware in there because people are just throwing these things
3:08
and trash can still which is
3:10
which is really kind amazing um so let's talk about the new
3:15
private del um how do you like it
3:18
I love be private it is
3:21
it is great the it's a lot easier
3:24
there's a lot more fun and really allows us to be
3:28
bald and think about our business in a longer-term context in
3:32
you know I think in this country there is
3:35
if a problem with too much short-term thinking
3:40
the we see in the education system the political system in the financial system
3:45
and be able to think about our business over a longer timeframe
3:51
allows us to make investments
3:54
and continue the evolution that we've been on in terms
3:58
building out India and solutions and we're doing great where business is
4:02
growing
4:03
cash flows strong works be anywhere adding
4:06
new customers and it's just a whole lotta fun being private
4:11
I mean can you actually say invest more in sustainability projects
4:15
it's kinda gimme question or maybe it isn't
4:18
as a private company as opposed to a public company
4:23
what is that not I'd say the the soca said we have on sustainability has been
4:29
sustain current it it's been something that we
4:33
have had for quite some time now in October last year
4:38
we laid out what we call our legacy good
4:41
the vision for 2020 we have 21 ambitious
4:45
targets that we've set for ourselves around
4:49
you know reducing energy consumption by 80 percent moving to
4:52
100 percent sustainable materials
4:55
volunteering five million hours a bar people's time
5:00
in the communities that they live in
5:03
and a
5:07
those kinds of things have been things that we've been doing it for some time
5:11
adult you know in the early nineties
5:15
you know we made the shift to
5:18
recyclable materials before there is any legislation
5:22
before there is any you know activism before anybody even asked
5:26
and we also challenged our team you know you
5:30
our companies based in Austin Texas right so people pretty
5:33
passionate about these kinds of things and when when we say hey
5:37
that's come up with a product that is lighter
5:41
more environmentally friendly mmm
5:45
cost less looks better
5:49
our teams get excited about that and so we've been able to do that and we have a
5:53
long history
5:54
love you know so love this double bottom line or triple bottom line
5:59
actually working force just to play devil's advocate so you won't miss
6:03
shareholder activists who come at you and say the company needs to be
6:08
you know 38 percent green by
6:11
you know 2015 you don't feel that you need that kinda
6:14
pushing product well they can still come they just will be sure or actress
6:19
worldly they have they're not getting your building
6:23
you mean customers could do it yeah i cud anyone can write your letter
6:26
you know activist can still come to life there's no cure or act right
6:29
who have much leverage they're not shareholders
6:33
fair enough art so you guys have
6:36
obviously had great market share desktops laptops but
6:41
Michaels or since server storage okay networking
6:45
services i want to ask about mobile house mobile going in and you know that
6:49
that's where all the action is our were a lot of the action is not where all the
6:52
action is
6:53
certainly servers huge market but on
6:57
where do you stand in through the New World Computing
7:01
you know we were really see the four predominant themes
7:05
when we talk to our customers in terms of the
7:09
priorities that they have we think about them as
7:12
transform inform connecting protected
7:15
mobility certainly works into this in a big way
7:19
the transform is all about how do I move my
7:23
it. from the old way of doing it to the new way of doing it so maybe I wanna go
7:28
to the cloud or want to get off the main frame or wanna go to software-defined
7:33
I want to go to converge infrastructure
7:37
and thats there's always a constant shifting
7:40
all to noon our industry in you have a lot of capabilities there
7:44
the Nexus is in form which is Hawai
7:48
make you serve all the data there's
7:51
all this discussion about Big Data the Internet everything
7:56
we've been helping customers store and protect data for a long time but
8:00
how many people actually use the data to make better decisions
8:03
that's thats big your investment for us
8:07
and and as you as you go to you know the Internet have
8:11
everything the number of devices
8:14
goes from you know time single-digit billions to tens
8:18
billion you know maybe $200 billion that
8:22
now only creates a lot more data
8:26
but it also creates potential security vulnerabilities
8:29
and the need to interconnect all these things together
8:33
and have them work in some manner that that makes sense so that's
8:37
you create some new real IT challenges then you have
8:40
connect which is all about how do I access my information from the vice
8:45
could be a smartphone could be some the small sensors that are out there
8:50
there are about a million PCs sold every day tissue
8:54
wondering about that still gonna yes still still going on and and in fact
8:58
that we're selling
9:00
quite a bit more this year that we are the did last year
9:04
so situation you give can you put numbers on that are now that you're
9:07
probably not going to do that anymore
9:09
I am well we're growing several times faster than the industry
9:14
it's a it's a positive double digit number
9:18
now but is this a number that you will disclose when you republic before but
9:22
you're not now
9:25
like in disclosing I want you know but
9:28
go ahead and
9:32
didn't we knew me well okay so so let's let's
9:35
let me let me sort of give you a sense words are
9:38
our business in this area
9:41
has had five quarters of accelerating growth
9:45
mmm and on this last quarter
9:50
time we gained more share
9:53
then in any quarter since 2006
9:56
and what what product lines that's what we're talking about end-user computing
10:01
which is tablets PCs workstations
10:05
virtual computers great way to save energy
10:08
on and and so that whole space
10:12
is is growing quite nice force aka
10:17
and in the overall businesses is doing what's the biggest opportunity for
10:21
for Dell we have many i mean i i believe this whole deed
10:27
economy is is an enormous opportunity gets the
10:30
next trillion-dollar opportunity for industry
10:33
in terms of how do you actually
10:37
capture value from all the data that's out there and turn into
10:40
things that that drive productivity efficiency better outcomes for
10:45
students patience organizations for so let me just
10:48
can finish that yet sorry you know the four things on the foregoing connect
10:52
right that's all your devices how do you connect
10:57
and use information anywhere you want whatever device but doing so
11:01
early in the last is protect security
11:05
we see about $80 billion security events per day
11:10
I think we were last together talking about this is about half that number
11:14
and so you know we're protecting
11:17
thousands of the largest banks insurance companies
11:21
as a security van a transaction or attempted a
11:24
that a bad thing it's everything its transactions intellectual property
11:29
you know this was in the news yesterday so
11:33
there's a lot going on interactive cybersecurity
11:37
and how to organizations protect their most valuable data
11:41
we have made you know roughly 40 acquisitions in the last seven years
11:46
that 10 a.m. had been in the IT security
11:49
field and up the forty we those companies acquired about 150 company so
11:55
we've really built a substantial capability in Indian solutions
11:59
in IT services software security data center
12:04
and by the way which to me please right
12:08
art let's switch back to something maybe a little bit more courts a brainstorm
12:13
green
12:13
and I hear you're doing some
12:17
some really cool things with packaging do you want to talk about that a little
12:21
bit
12:22
yeah we've we've been doing quite a lot with packaging and
12:26
me you know maybe it's a time for
12:29
paper snappy hungry Ono alright I i think i heard about think I know what's
12:34
coming
12:35
go ahead I tell me you tell them got some examples here so this is a
12:40
is snappy a bento box that
12:43
we actually ship this as packaging materials has made a BM boo
12:48
and we started experimenting with this some years ago and found that this was a
12:52
very effective environmentally friendly way to package or material so this is
12:57
bamboo but don't don't only doesn't say I'm not a panda Michael
13:01
yeah many that looks good when I do have somea
13:06
some chopsticks here in some soy sauce okay we're going with this
13:10
and and weep weep started with bamboo do we also use wheat straw
13:16
which is the party that we police said you know you need to increase your fiber
13:20
in your diet
13:21
wheat grass on a wheat straw this is different so the
13:24
the the wheat straw is is the part you can't really use to the farmers would
13:28
burn it
13:30
we know that's not a great things in right now we're using that wheat straw
13:34
to create package okay thank
13:37
so then we've been experimenting was summer partners with mushrooms
13:42
mean 0 online
13:46
yeah okay that sounds more palatable
13:49
and the maybe not not not the kind
13:53
up from not not the psychedelic shrooms
13:56
different kind all rooms I
13:59
and seriously mushrooms for packaging assurance
14:02
exactly so we we grow the mushrooms looks in
14:05
pretty tasty skin hungry we're aka so
14:09
I am aggressive chopsticks
14:12
I got some soy sauce you grow mushrooms
14:15
well apart our partners your marker correct some soy sauce here for you
14:19
ca and
14:23
the way this works
14:29
all I can say is after you did you for are
14:32
are already had some huge issue i just grab a now this is preferably mushroom
14:37
packaging these these are mushrooms mushroom packaging and its edible here
14:41
go ahead do you do
14:44
are watching what don't drip God
14:47
earhart are we'll just share
14:51
testing your yepsen alright area I'm OK at
14:54
okay ready I'll do it somewhat in you right
14:58
one to 3 go
15:06
Regina
15:07
not the most tasty thing but
15:16
group proves a point
15:20
well Baksh it does taste like a mushroom I are very chewy one
15:25
yup yeah we go to feel how much room so so the
15:28
you know this is actual packaging that we ship today
15:33
bamboo packaging for like a notebook or tablet
15:37
hand
15:40
the mushrooms we use as an insulation
15:43
for like a a larger product like a dust-up for a
15:47
server and but let me ask you to with you although some dessert you have a way
15:53
to a lonely ass about the shrooms first because
15:55
of all the things to arm make packaging
15:59
out of it really is economical
16:02
to make packaging for IT products from
16:06
mushrooms that you contract someone to grow will see this is the thing we
16:10
we never sit around say how can we make it more expensive
16:14
no but and not have our customers come to say we really like your products but
16:19
you could you make the Merc's madonna is
16:21
aka because turn up so so we always challenge our sustainability teams
16:26
nan are supply chain teams alright we want to
16:31
do the right thing we also want to cost less
16:34
and those to working together you can't with all sorts of innovations
16:39
but I mean I would say it like a corn husks you know stuff lying around so
16:43
someone actually said
16:43
you know I know mushrooms well though never heard me
16:48
you know if you have a prague it let's see if this data center server
16:51
yeah he talked about mobility right when you get your new small
16:55
you know mobile phone I'm you know what it has on
16:58
almost nothing right day word is the data come from that goes on your phone
17:03
come from a server right okay
17:07
it's a with lotta servers being put out the word in the
17:10
in the Internet yes about that I have so the
17:14
those are big their heavy have to ship so yeah mushrooms can
17:18
can insulate so okay so now let's let's a have a lil desert
17:22
okay Sakana taste like the last one
17:25
so this this is a the what is this a bag in actually all view
17:29
should have one of these bags interval
17:33
not go ahead I'm warning you all this bag
17:37
is produced on
17:41
by you warmer our partners hmm
17:44
the using a process they call air carbon
17:48
and essentially what they're doing is they're taking
17:54
carbon outta methane
17:57
and their using that instead of will
18:01
to create the
18:05
plastic really you pass it back to you
18:09
regular plastic bag right good
18:14
great that's interesting in this is economical to I'm
18:17
assuming because I just heard what you said yes you're not gonna make expensive
18:21
plastic his a a cost less right and so
18:25
now we're going to be shipping that with our latitude notebooks
18:28
number one a commercial notebook
18:31
in the United States aka and a
18:35
ill fortune cookie in there so are you alright
18:38
thank you this and this fortune cookie is just for Fortune vitamin is not
18:43
packaging or dell does make fortune cookies are like will open it you can
18:47
see
18:47
RI okay help Mom help being held prisoner in a Dell factory
18:52
as evidence has a him is that the line
18:56
from OCR you want me to read this out to scold
19:01
I okay alright 100 percent waz repackaging by
19:08
2020 wanna Dell's legacy a good
19:11
goals great alright
19:14
you had fortune and these are edible world but those are also available
19:18
doctors like a normal
19:21
works great I will Corp ducks great
19:25
well so and these are the bags that
19:28
you know when you get up a laptop it always comes in a plastic bag
19:31
and Jack wrapped up in and put inside the case and that's the bag
19:35
that's four right yes great well that's super cool
19:39
um soap
19:43
also I want to talk about um
19:46
ask you a little bit about your new close loop recycling program
19:50
because you've got some news to share with us about that yet we're introducing
19:55
the first product whenever
19:58
Optiplex all-in-one desktops using
20:02
closed-loop recycling cook
20:05
materials since a certified by the you will process
20:10
hmm and so the the the plastics in this product
20:15
I are coming from
20:19
recycle plastics are coming from from or products and and and so
20:24
we had our partner which turn in one the pills earlier
20:27
working with them and the you know it's it's a completely closed loop system
20:33
right and you know certainly a all these things whether it's been boo
20:38
wheat straw mushrooms
20:42
air carbon you know the the closed-loop
20:46
you know recycling start out as pilot projects and then
20:51
our intent is to Skillman so how course that to what you're doing now
20:55
I mean its it did it has it evolved from oh this is just doing good to this is a
21:00
court thing
21:00
and this can help our cost structure I mean is a
21:05
become that I I think you know if its
21:08
it's just part of how we do everything and and you know
21:12
he if you think about on the
21:15
the processes within our company how you create a new product
21:20
what you have to do is get into the design stage
21:23
and so you know if if we had a product that we were producing
21:28
and somebody said well gee how can you do this better
21:32
it's too early if mister you many many cycles back
21:35
and so there's a lot of effort that's gone into
21:39
how do we dramatically reduced energy consumption so right today
21:43
you know if you buy a computer from us it'll use
21:47
maybe three or four dollars in energy per year
21:51
whereas on older computer
21:54
could use five six seven times at mmm
21:58
in um we have time for a question or two from the audience
22:03
if you guys would like on guys need some mushrooms are cooking user
22:07
bags to be mom I'm happy to
22:11
trial rustle some up on
22:15
any questions well otherwise I can
22:18
got one over here
22:22
John Michael you last year
22:25
at brainstorm green six years ago and during that period time
22:28
there's been a lot of progress made by corporations on sustainability issues
22:34
I it feels a little like we're now moving into incremental
22:38
gains rather than quantum leaps
22:42
and I'm I'm wondering if if you share that view or
22:45
if you see areas where there can be quantum leaps
22:48
with respect to sustainability in your industry going forward
22:55
I think there can still be significant progress
22:59
me when I look at you know
23:02
the way I T E is affecting
23:05
so many industries you'll get health care
23:10
units topic you billion news lot lately in
23:14
whether you're for or against you know
23:17
different changes that are going on the health care system
23:20
there's been a meal digitisation that's been going on so for example we have a
23:24
Dell
23:25
he specialize cloud
23:29
with medical images we have seven billion
23:32
images in this cloud 90 the 10 largest healthcare
23:35
systems using this and it's an unbelievably efficient way
23:39
to deal with medical images well this real you know was possible
23:44
fifteen twenty years ago any course
23:47
what you enable with this digitisation in terms
23:51
love be able to look across a normal amounts of data
23:56
draw outcomes efficiency and
24:00
prevent all love the physical moving you know how
24:04
how would you actually deal seven billion physical records
24:07
are you getting from one doctor to another a
24:11
said you know all sorts of new things are enabled the just weren't possible
24:15
for and I think anywhere you look in terms that the
24:21
the environmental issues i think i keys gonna be part of the solution
24:25
the and and a big part iv:
24:28
how do we do it much more efficient I'm
24:32
our experience Adele has been that
24:35
you know the the law a lot of progress could be made
24:38
and tapping into the passions an Aries
24:42
a above our own people I has
24:45
has actually been pretty easy a it because they're they're they're excited
24:49
about this they're excited
24:51
by the challenge a you know they're excited
24:55
by the goals that we have set for ourselves
24:59
I think you know any company can do it maybe
25:03
maybe it's a loop easier as a private company because we can't think
25:08
in a little more long-term
25:11
but I think they're still norman's
25:14
gains you can be made here alright our time is up
25:18
unfortunately Michael on I was really fascinating
25:21
and tasty stuff unless you have anything else the
25:24
otherwise on we're gonna hit we're gonna have to leave it at that. so please join
25:28
me in thanking Michael Dell
 

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