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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.


 

Forum distribution:

Market study shows wise timing of Dell buyout

 

Source: 24/7 Wall St., October 9, 2014 article

Dell Sales Flourish After Going Private

By Douglas A. McIntyre October 9, 2014 6:46 am EDT

Maybe Michael Dell and his associates paid investors too little when he took the company he founded private. Its sales, at least those of its core PC business, have flourished. Despite a contraction of the global PC industry, Dell has gained both sales and market share.

According to new data from Gartner researchers, global PC sales continue to languish:

Worldwide PC shipments reached 79.4 million units in the third quarter of 2014, a 0.5 percent decline from the third quarter of last year.

“Growth in the mature markets was offset by a decline in shipments in emerging markets, similar to what was seen in the second quarter of 2014,” said Mikako Kitagawa, principal analyst at Gartner. “Positive results in Western Europe and North America can be a sign of gradual recovery for the PC industry.

“Consumers’ attention is slowly going back to PC purchases as tablet adoption peaked with mainstream consumers. The transition from PCs to tablets has faded as tablet penetration has reached the 40-50 percent range.” In contrast, weakness in the emerging market reflects the saturation in selected consumer segments where they can afford PCs. In the meantime, consumers who don’t have PCs will likely buy low priced tablet. This is a one of the major reasons for the slow growth in PC shipments in the emerging market.”

On the other hand, the leading manufacturers have increased share, leaving a more modest part of the industry to the smaller companies in the sector.

For the first time, the sum of the top five vendors’ share reached two-thirds of the worldwide PC shipments. All top 5 vendors showed stronger growth compared to the industry average. Scale is one important success criteria for vendors to survive in the PC market. Some vendors have already scaled back or have withdrawn from the PC business — namely, Sony and Samsung — and Toshiba joined them in 3Q14.

Dell ranks third on the list. Its global market share rose from 11.6% in the third quarter of last year to 12.8% in the most recent quarter, which represented total shipments of 10,185,964. U.S. rival Hewlett-Packard Co. (NYSE: HPQ) did much worse.

Preliminary Worldwide PC Vendor Unit Shipment Estimates for 3Q14 (Units)

Company

3Q14 Shipments

3Q14 Market Share (%)

3Q13 Shipments

3Q13 Market Share (%)

3Q13-3Q14 Growth (%)

Lenovo

15,703,391

19.8

14,090,273

17.7

11.4

HP

14,214,195

17.9

13,621,160

17.1

4.4

Dell

10,185,964

12.8

9,286,002

11.6

9.7

Acer Group

6,830,009

8.6

6,265,167

7.9

9.0

Asus

5,768,120

7.3

4,936,206

6.2

16.9

Others

26,684,880

33.6

31,595,900

39.6

-15.5

Total

79,386,559

100.0

79,794,707

100.0

-0.5

Note: Data include desk-based PCs and mobile PCs, including x86 tablets equipped with Windows 8, but exclude Chromebooks and other tablets.

Source: Gartner (October 2014)

In its home market — the United States — Dell did even better:

Preliminary U.S. PC Vendor Unit Shipment Estimates for 3Q14 (Units)

Company

3Q14 Shipments

3Q14 Market Share (%)

3Q13 Shipments

3Q13 Market Share (%)

3Q13-3Q14 Growth (%)

HP

4,615,335

27.8

4,216,105

26.5

9.5

Dell

3,997,872

24.1

3,377,468

21.2

18.4

Apple

2,366,212

14.3

2,068,212

13.0

14.4

Lenovo

1,747,045

10.5

1,692,488

10.6

3.2

Toshiba

1,011,112

6.1

1,122,782

7.1

-9.9

Others

2,851,994

17.2

3,439,309

21.6

-17.1

Total

16,589,570

100.0

15,916,365

100.0

4.2

Note: Data include desk-based PCs and mobile PCs, including x86 tablets equipped with Windows 8, but exclude Chromebooks and other tablets.

Source: Gartner (October 2014)

Pessimists about Dell’s life after being a public company appear to have been wrong.

 


©2014 24/7 Wall St.

 

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.

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