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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.

 

 

For news reports referring to the information in the press release below, see

 

Source: Dell Inc. (as published by Business Wire), October 30, 2014 press release

Business Wire

Dell Increases U.S. PC Shipments Nearly 20 Percent Year over Year in Third Quarter, More than Top Two Competitors Combined; Company’s Seventh Consecutive Quarter of Year-over-Year Share Gains Worldwide

  • Company’s U.S. PC share now 24 percent, a 3.1 percentage-point YoY increase

  • Worldwide, Dell grew its PC shipments in quarter by nearly 10 percent YoY

October 30, 2014 12:00 PM Eastern Daylight Time

Dell World 2014

ROUND ROCK, Texas--(BUSINESS WIRE)--Dell’s momentum in its client solutions (PC) business continued during the third calendar quarter of 2014 as it registered its seventh consecutive quarter of year-over-year gains in global share and grew more in the third quarter than its top two U.S. competitors combined, based on preliminary data recently released by industry analyst firm International Data Corporation (IDC) 1.

“And we have no intention of slowing down. You can expect us to maintain our strategy of investing in the PC business, with more additions to our portfolio to be announced next week at Dell World.”

Dell U.S. shipments grew 19.7 percent during the third calendar quarter of 2014, according to IDC, compared to industry growth of 4.3 percent2. Excluding Dell from total data, the rest of the industry grew just 0.2 percent. Dell’s calendar third quarter shipments resulted in a 3.1 percent year-over-year share gain and 24 percent share in the U.S.

“Our strong notebook performance in the U.S. and accompanying overall worldwide growth reflects the continued momentum we are seeing in the business and shows we’re providing the most secure, manageable and reliable products and solutions that our customers value,” said Jeff Clarke, Dell’s vice chairman, Operations, and president, Client Solutions. “And we have no intention of slowing down. You can expect us to maintain our strategy of investing in the PC business, with more additions to our portfolio to be announced next week at Dell World.”

This year, Dell has significantly expanded its portfolio of thin clients, notebooks, desktops, workstations and monitors for commercial and consumer customers, backed by the company’s award-winning ProSupport service and support. In the latest calendar quarter, the company brought to market a number of new products and industry firsts that are fueling continued leadership and momentum in areas that matter most to customers:

·         As the leading provider of workstations in North America and the United Kingdom, Dell met customers’ insatiable need for more performance and productivity by being the first to introduce and ship higher performance workstations based on the latest processor and graphics technologies. Dell customers were able to take advantage of greater performance and scalability months ahead of companies relying on competitors for their technology.

·         Extending our lead as the number one choice for thin clients worldwide, the new Wyse solutions announced in August were recognized among Network World’s “Hot Products at VMworld 2014.”

·         Delivering the world’s most secure, manageable and reliable commercial PCs, Dell met the demand for flexible 2-in-1 products in the work environment with the innovative Latitude 13 7000 Series 2-in-1.

·         Continuing our leadership as the number one choice for flat panel displays, the Dell UltraSharp 27 became the first monitor in the world to offer a resolution beyond Ultra HD. It has a stunningly crisp “5K” display with nearly 15 million pixels (5120 x 2880) and is designed to meet the needs of the most demanding professional environments.

·         Pushing the cutting edge of technology, Michael Dell unveiled the world’s thinnest tablet (6mm) with the world’s best display (2560x1600 OLED) at the Intel Developer Forum in September.

On a worldwide basis in the third quarter, Dell grew its PC shipments by nearly 10 percent year over year, according to IDC3, while shipping almost 10.5 million PC units. “Our superior end-to-end product portfolio is the strongest and most comprehensive we’ve ever offered. When combined with our efficient direct business model and expanding channel relationships, we continue to fuel the exceptional growth in our global PC business and leading share gains in the U.S.,” said Mr. Clarke.

Dell World

Join us Nov. 4-6 at Dell World 2014, Dell’s premier customer event exploring how technology solutions and services provide organizations a better way to accelerate businesses’ ability to innovate. Learn more at www.dellworld.com and follow #DellWorld on Twitter.

About Dell

Dell Inc. listens to customers and delivers innovative technology and services that give them the power to do more. For more information, visit www.dell.com.

(1) IDC Worldwide Quarterly PC Tracker, October 8, 2014

(2) IDC Worldwide Quarterly PC Tracker, October 8, 2014

(3) IDC Worldwide Quarterly PC Tracker, October 8, 2014

Dell is a trademark of Dell Inc. Dell disclaims any proprietary interest in the marks and names of others.

Contacts

Media Contact:
Dell Inc.
Steve Howard, 512-922-8168
Steve_Howard@DELL.com
or
Analyst Contact:
Dell Analyst Relations
Matthew Parretta, 512-633-5568
Matthew_Parretta@Dell.com

 

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.