Forum Home Page see Broadridge note below]

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 finding lenders to fund $50 billion cash acquisition for expansion

 

Source: Reuters, October 8, 2015 article

Reuters

 


Technology  |  Thu Oct 8, 2015 5:52am EDT

Dell in talks to buy data storage company EMC

By Mike Stone

Dell logos are seen at its headquarters in Cyberjaya, outside Kuala Lumpur September 4, 2013.
Reuters/Bazuki Muhammad


Dell Inc [DI.UL], the world's third largest personal computer maker, is in talks to buy data storage company EMC Corp (EMC.N), a person familiar with the matter said, in what could be one of the biggest technology deals ever.

A deal could be an option for EMC, under pressure from activist investor Elliott Management Corp to spin off majority-owned VMware Inc (VMW.N).

The terms being discussed were not known, but if the deal goes through it would top Avago Technologies' (AVGO.O) $37 billion offer for Broadcom (BRCM.O). EMC has a market value of about $50 billion.

Dell is also in talks with banks to finance an all-cash offer for EMC, the person told Reuters on condition of anonymity as the talks were confidential.

Dell spokesman David Flink and EMC spokesman Dave Farmer declined to comment.

A deal could further strengthen Dell's presence among corporate clients at a time when founder Michael Dell has been trying to transform the company he founded in 1984 into a complete provider of enterprise computing services such as Hewlett-Packard Co (HPQ.N) and IBM (IBM.N).

The talks come two years after Michael Dell and private-equity firm Silver Lake took Dell private for $24.9 billion, ending its decades-long run as one of the world's largest publicly traded PC makers.

ACTIVIST PRESSURE

Elliott, which has been pressuring EMC to spin off VMware, agreed in January to refrain from agitating against EMC for eight months in exchange for two directors backed by Elliott.

Reuters reported last week that Elliott plans to give EMC most of October to respond to its demands after the standstill agreement expired, hoping the extra time would give EMC more room to craft a response to avoid an activist campaign.

"Of all the options potentially on the table, we would view a merger with the now-private Dell as a nightmare scenario that would lack strategic synergies and further complicate EMC's troubled growth path," said FBR Capital Markets analyst Daniel Ives.

While a deal would make a "ton of sense" for Dell, EMC/VMware holders would still prefer a breakup of the antiquated federated model and split, he said in a note.

EMC's so-called "federated business model" comprises its main data-storage unit, enterprise security business RSA, cloud-computing software maker Pivotal and VMware.

In August, Re/code reported that EMC was contemplating a takeover by VMware. The Wall Street Journal reported last year that EMC was exploring options and had held talks with Dell and HP.

(Reporting by Mike Stone in New York and Supriya Kurane and Aurindom Mukherjee in Bengaluru; Editing by Ken Wills and Gopakumar Warrier)

 

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.