Michael Dell & Silver Lake Agree with Dell Special Committee to Increase Purchase Price to $13.75 Per Share, Provide for Comp...
02 8월 2013 - 10:20PM
Business Wire
The Special Committee of the Board of Dell Inc. (NASDAQ: DELL)
today announced that it has entered into a revised definitive
merger agreement with Michael Dell and Silver Lake Partners that
increases the aggregate value to unaffiliated shareholders by at
least $350 million, as follows:
- Increases the purchase price to $13.75
per share from $13.65 per share
- Provides for payment of a special
dividend at or before closing of $0.13 per share
- Guarantees that the third quarter
dividend of $0.08 per share will be paid at or before closing
The effect of the guarantee of the third quarter dividend is to
potentially increase the total consideration payable to
unaffiliated stockholders by an additional $120 million depending
on whether the closing would otherwise have occurred prior to the
record date for that dividend.
In return for the increased value to shareholders, the voting
standard has been modified such that the improved transaction will
require approval by the majority of disinterested shares actually
voting on the matter.
The Committee intends to establish a new record date of August
13, 2013 for shareholders eligible to vote on the transaction at
the Special Meeting which will be adjourned from August 2, 2013 to
September 12, 2013 at 9:00 a.m. Central Time.
The amended transaction also includes a reduction of the breakup
fee that would be payable in the event the merger agreement is
terminated and within 12 months thereafter the Company effects a
recapitalization transaction that does not result in there being an
absolute majority stockholder of the Company. That fee is reduced
from $450 million to $180 million.
Alex Mandl, Chairman of the Special Committee, said, "The
Committee is pleased to have negotiated this transaction, which
provides as much as $470 million of increased value, including the
next quarterly dividend that will now be paid regardless of when
the transaction closes."
Mandl continued, “We believe modifying the voting standard is in
the best interests of Dell shareholders, both because it has
enabled us to secure substantial additional value and because it
provides a level playing field for the decision facing
shareholders. The original voting standard was set at a time when
the decision before the shareholders was between a going-private
transaction and a continuation of the status quo. Since then, the
nature of the choice facing shareholders has changed because of the
emergence of an alternative proposal by certain stockholders. In
the context of the current decision, the Committee does not believe
it is appropriate to count shares that have not been voted as
having been voted in support of any particular alternative.
Accordingly, we have changed the voting standard to require that
the going-private transaction receive the approval of a
majority of the disinterested shares that are actually voted.
By resetting the record date and providing abundant notice of the
new meeting we are ensuring that all disinterested shareholders,
including those who have acquired their shares since June 3, have
ample opportunity to vote for or against the transaction. We urge
all shareholders to support this transaction.”
The revised definitive merger agreement has been approved by
Dell’s Special Committee and by the independent members of Dell’s
Board of Directors.
Forward-looking Statements
Any statements in these materials 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 the materials 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 1, 2013, which was filed with the SEC on
March 12, 2013, 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
filed with the SEC a definitive proxy statement and other relevant
documents, including a form of proxy card, on May 31, 2013. The
definitive proxy statement and a form of proxy have been mailed to
the Company’s stockholders. Stockholders are urged to read the
proxy statement and any other documents filed with the SEC in
connection with the proposed merger or incorporated by reference in
the proxy statement because they 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 Company and its 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,
and their direct or indirect interests, by security holdings or
otherwise, which may be different from those of the Company’s
stockholders generally, is set forth in the definitive proxy
statement and the other relevant documents 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 1, 2013 (as amended with the filing of a Form 10-K/A
on June 3, 2013 containing Part III information) and in its
definitive proxy statement filed with the SEC on Schedule 14A on
May 24, 2012.
About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers
innovative technology and services that give them the power to do
more. 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.
Dell (NASDAQ:DELL)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Dell (NASDAQ:DELL)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024