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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:

Dell's private equity partner confirms investment "in the money" and reveals plan for unlocking intrinsic value

 

For the official Dell response to its board member's report of their plans for unlocking the company's intrinsic value, see

 

Source: Fortune, July 17, 2015 article and video interview

 

Tech     Brainstorm Green

Dell is closely studying the EMC playbook

by Dan Primack

July 17, 2015, 12:25 PM EDT

 

 

 

Silver Lake's Egon Durban interviewed by Adam Lashinsky at Fortune Brainstorm Tech 2015 Photograph by Stuart Isett — Fortune Brainstorm Tech 2015

 

Dell director names two business units that could be spun out via EMC’s “federation” model.

It has been around 18 months since Michael Dell teamed up with Silver Lake Partners to take Dell Inc. private for $24.9 billion. Now he’s apparently thinking about parts of the business that could be spun out or combined, by following EMC Corp.’s “federation” business model strategy.

Silver Lake managing partner Egon Durban said Tuesday that the company is thinking about spinning out or combining some of its high-growth assets, during an interview at Fortune Brainstorm Tech.

“I think what [EMC CEO Joe] Tucci has done with VMWare is a good example of that, where you can take something that people don’t fully understand, buried in the portfolio, and unlock it while still having a partnership with the mothership,” said Durban, who sits on the Dell board of directors.

Durban said that the company was not “committed at this stage” to doing any spin-outs or combinations, but did identify two potential Dell business units that could get the “federation” treatment: SecureWorks, a cybersecurity business acquired in 2011 for $612 million, and Boomi, a cloud integration software platform acquired in 2010 for an undisclosed amount.

Durban also said that Silver Lake’s equity in Dell has appreciated since the buyout closed, and that the company’s debt load has been reduced. At the same time, however, acknowledged that this particular year has been “challenging,” in part due to the Microsoft Windows cycle.

Below is the full video of Durban’s interview at Fortune Brainstorm Tech. The Dell section begins at the 5:20 mark:

 
 

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.