Dell Inc. today announced it has signed a definitive merger
agreement under which Michael Dell, Dell’s Founder, Chairman and
Chief Executive Officer, in partnership with global technology
investment firm Silver Lake, will acquire Dell.
Under the terms of the agreement, Dell stockholders will receive
$13.65 in cash for each share of Dell common stock they hold, in a
transaction valued at approximately $24.4 billion. The price
represents a premium of 25 percent over Dell’s closing share price
of $10.88 on Jan. 11, 2013, the last trading day before rumors of a
possible going-private transaction were first published; a premium
of approximately 35 percent over Dell’s enterprise value as of Jan.
11, 2013; and a premium of approximately 37 percent over the
average closing share price during the previous 90 calendar days
ending Jan. 11, 2013. The buyers will acquire for cash all of the
outstanding shares of Dell not held by Mr. Dell and certain other
members of management.
The Dell Board of Directors acting on the recommendation of a
special committee of independent directors unanimously approved a
merger agreement under which Michael Dell and Silver Lake Partners
will acquire Dell and take the company private subject to a number
of conditions, including a vote of the unaffiliated stockholders.
Mr. Dell recused himself from all Board discussions and from the
Board vote regarding the transaction.
A Special Committee was formed after Mr. Dell first approached
Dell’s Board of Directors in August 2012 with an interest in taking
the company private. Led by Lead Director Alex Mandl, the Special
Committee retained independent financial and legal advisors J.P.
Morgan and Debevoise & Plimpton LLP to advise the Special
Committee with respect to its consideration of strategic
alternatives, the acquisition proposal and the subsequent
negotiation of the merger agreement.
The Special Committee also engaged a leading management
consulting firm to conduct an independent analysis, including a
review of strategic alternatives for Dell and opportunities for the
company as a public entity, and thereafter engaged Evercore
Partners.
The merger agreement provides for a so-called “go-shop” period,
during which the Special Committee – with the assistance of
Evercore Partners – will actively solicit, receive, evaluate and
potentially enter into negotiations with parties that offer
alternative proposals. The initial go-shop period is 45 days.
Following that period, the Special Committee will be permitted to
continue discussions and enter into or recommend a transaction with
any person or group that submitted a qualifying proposal during the
45-day period. A successful competing bidder who makes a
qualifying proposal during the initial go-shop period
would bear a $180 million (less than 1 percent) termination
fee. For a competing bidder who did not qualify during the
initial go-shop period, the termination fee would be $450
million.
Mr. Mandl, lead director of Dell’s Board of Directors, said:
“The Special Committee and its advisors conducted a disciplined and
independent process intended to ensure the best outcome for
shareholders. Importantly, the go-shop process provides a real
opportunity to determine if there are alternatives superior to the
present offer from Mr. Dell and Silver Lake.”
Mr. Dell said: “I believe this transaction will open an exciting
new chapter for Dell, our customers and team members. We can
deliver immediate value to stockholders, while we continue the
execution of our long-term strategy and focus on delivering
best-in-class solutions to our customers as a private enterprise.
Dell has made solid progress executing this strategy over the past
four years, but we recognize that it will still take more time,
investment and patience, and I believe our efforts will be better
supported by partnering with Silver Lake in our shared vision. I am
committed to this journey and I have put a substantial amount of my
own capital at risk together with Silver Lake, a world-class
investor with an outstanding reputation. We are committed to
delivering an unmatched customer experience and excited to pursue
the path ahead.”
"Michael Dell is a true visionary and one of the preeminent
leaders of the global technology industry," said Egon Durban, a
Silver Lake Managing Partner. "Silver Lake is looking forward to
partnering with him, the talented management team at Dell and the
investor group to innovate, invest in long-term growth initiatives
and accelerate the company's transformation strategy to become an
integrated and diversified global IT solutions provider."
Following completion of the transaction, Mr. Dell, who owns
approximately 14 percent of Dell’s common shares, will continue to
lead the company as Chairman and Chief Executive Officer and will
maintain a significant equity investment in Dell by contributing
his shares of Dell to the new company, as well as making a
substantial additional cash investment. Dell will continue to be
headquartered in Round Rock, Texas.
The transaction will be financed through a combination of cash
and equity contributed by Mr. Dell, cash funded by investment funds
affiliated with Silver Lake, cash invested by MSD Capital, L.P., a
$2 billion loan from Microsoft, rollover of existing debt, as well
as debt financing that has been committed by BofA Merrill Lynch,
Barclays, Credit Suisse and RBC Capital Markets (in alphabetical
order), and cash on hand. There is no financing condition.
The transaction is subject to other customary conditions,
including receipt of required regulatory approvals, in addition to
the Dell stockholder approvals described above. The transaction is
expected to close before the end of the second quarter of Dell’s
FY2014.
For further information regarding all terms and conditions
contained in the definitive merger agreement, please see Dell’s
Current Report on Form 8-K, which will be filed in connection with
this transaction.
J.P. Morgan and Evercore Partners are acting as financial
advisors and Debevoise & Plimpton LLP is acting as legal
advisor to the Special Committee of Dell’s Board of Directors.
Goldman, Sachs & Co. is acting as financial advisor and Hogan
Lovells US LLP is acting as legal advisor to Dell. Wachtell,
Lipton, Rosen & Katz is acting as legal advisor to Mr. Dell.
BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets
(in alphabetical order) are acting as financial advisors to Silver
Lake, and Simpson Thacher & Bartlett LLP is acting as legal
advisor to Silver Lake.
About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers
worldwide innovative technology, business solutions and services
they trust and value. For more information, visit www.Dell.com. You
may follow the Dell Investor Relations Twitter account at:
http://twitter.com/Dellshares. To communicate directly with Dell,
go to www.Dell.com/Dellshares.
About Silver Lake
Silver Lake is the global leader in private investments in
technology and technology-enabled industries. Silver Lake invests
with the strategic and operational insights of an experienced
industry participant. The firm has over 100 investment
professionals and value creation specialists located in New York,
Menlo Park, San Francisco, London, Hong Kong, Shanghai and Tokyo
and manages approximately $14 billion. The Silver Lake portfolio
includes or has included technology industry leaders such as
Alibaba, Allyes, Ameritrade, Avago, Avaya, Business Objects,
Flextronics, Gartner, Gerson Lehrman Group, Groupon, Instinet,
Intelsat, Interactive Data Corporation, IPC Systems, MCI, Mercury
Payment Systems, MultiPlan, the NASDAQ OMX Group, NetScout, NXP,
Sabre, Seagate Technology, Serena Software, Skype, Spreadtrum,
SunGard Data Systems, UGS, Vantage Data Centers and Zynga. For more
information about Silver Lake and its entire portfolio, please
visit www.silverlake.com.
Forward-looking Statements
Any statements in this press release about prospective
performance and plans for the Company, the expected timing of the
completion of the proposed merger and the ability to complete the
proposed merger, and other statements containing the words
“estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,”
and similar expressions, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Factors or risks that could cause our actual results to differ
materially from the results we anticipate include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; (2) the inability to complete the proposed merger
due to the failure to obtain stockholder approval for the proposed
merger or the failure to satisfy other conditions to completion of
the proposed merger, including that a governmental entity may
prohibit, delay or refuse to grant approval for the consummation of
the transaction; (3) the failure to obtain the necessary
financing arrangements set forth in the debt and equity commitment
letters delivered pursuant to the merger agreement; (4) risks
related to disruption of management’s attention from the Company’s
ongoing business operations due to the transaction; and
(5) the effect of the announcement of the proposed merger on
the Company’s relationships with its customers, operating results
and business generally.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements included in this press release represent our views as of
the date hereof. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date
hereof. Additional factors that may cause results to differ
materially from those described in the forward-looking statements
are set forth in the Company’s Annual Report on Form 10−K for the
fiscal year ended February 3, 2012, which was filed with the
SEC on March 13, 2012, under the heading “Item 1A—Risk
Factors,” and in subsequent reports on Forms 10−Q and 8−K filed
with the SEC by the Company.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company
will file with the SEC and furnish to the Company’s stockholders a
proxy statement and other relevant documents. This press release
does not constitute a solicitation of any vote or approval.
Stockholders are urged to read the proxy statement when it becomes
available and any other documents to be filed with the SEC in
connection with the proposed merger or incorporated by reference in
the proxy statement because they will contain important information
about the proposed merger.
Investors will be able to obtain a free copy of documents filed
with the SEC at the SEC’s website at http://www.sec.gov. In
addition, investors may obtain a free copy of the Company’s filings
with the SEC from the Company’s website at
http://content.dell.com/us/en/corp/investor-financial-reporting.aspx
or by directing a request to: Dell Inc. One Dell Way, Round Rock,
Texas 78682, Attn: Investor Relations, (512) 728-7800,
investor_relations@dell.com.
The directors, executive officers and certain other members of
management and employees of the Company may be deemed
“participants” in the solicitation of proxies from stockholders of
the Company in favor of the proposed merger. Information regarding
the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the stockholders of the Company
in connection with the proposed merger will be set forth in the
proxy statement and the other relevant documents to be filed with
the SEC. You can find information about the Company’s executive
officers and directors in its Annual Report on Form 10-K for the
fiscal year ended February 3, 2012 and in its definitive proxy
statement filed with the SEC on Schedule 14A on May 24, 2012.
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