The Special Committee of the Board of Dell Inc. (NASDAQ: DELL)
announced today that it has received a revised proposal from
Michael Dell and global technology investment firm Silver Lake
under which they would increase the price at which they would
acquire the company to $13.75 per share in cash, subject to certain
conditions.
In light of the revised proposal, which the Special Committee is
evaluating with the assistance of its financial and legal advisors,
the Special Meeting of Stockholders previously scheduled to be
reconvened today at 5:00 p.m. Central Daylight Time at the Dell
Round Rock Campus, 501 Dell Way, Round Rock, Texas 78682 will be
adjourned to August 2, 2013 at 9:00 a.m. Central Daylight Time at
the same location.
The proposal letter follows:
July 23, 2013
Special Committee of the Board of Directors of Dell Inc.c/o
Debevoise & Plimpton LLP919 Third AvenueNew York, New York
10022Attention: Jeffrey J. Rosen
Dear Members of the Special Committee:
In light of the circumstances surrounding the Dell Inc. (the
“Company”) stockholders’ consideration of the proposal to adopt the
merger agreement between the Company and Denali Holding Inc. and
certain of its affiliates, we propose amending the merger agreement
as described below. We believe these amendments are fair and in the
best interests of the Company’s unaffiliated stockholders and
provide the best alternative available to the Special Committee to
maximize stockholder value.
Our proposed amendments to the merger agreement are as
follows:
1. increase the merger consideration to
$13.75 in cash per share of Company common stock, representing an
increase in the consideration to be paid to unaffiliated
stockholders of approximately $150 million; and
2. modify the “Unaffiliated Stockholder
Approval” requirement in the merger agreement to provide that the
voting requirement is the approval of a majority of the outstanding
shares held by the unaffiliated stockholders that are present in
person or by proxy and voting for or against approval of the merger
agreement at the stockholder meeting.
This is our best and final proposal. We are not willing to
discuss any further increase in the merger consideration nor are we
willing to increase the merger consideration to $13.75 per share
without the change to the Unaffiliated Stockholder Approval
requirement described above. If the Special Committee believes that
it would be appropriate to reset the record date for the special
meeting in connection with this change to the Unaffiliated
Stockholder Approval requirement, we would be ready to accept a new
record date so long as the resulting delay in the special meeting
is the minimum required by law.
We believe our proposed change to the Unaffiliated Stockholder
Approval requirement is fair and reasonable to the Company’s
unaffiliated stockholders, particularly in the context of our
willingness to increase the merger consideration. There is simply
no rational basis for shares that are not voted to count as votes
against the merger agreement for purposes of the unaffiliated
stockholder vote. If a majority of the shares held by unaffiliated
stockholders who vote are voted in favor of the merger agreement,
it would be unfair to deny these stockholders the merger
consideration they wish to accept solely because shares not voting
are counted as votes against the transaction.
We welcome the opportunity to discuss this proposal with the
Special Committee and its advisors as soon as possible. This
proposal will automatically be withdrawn and terminate at 6:00 p.m.
New York time on July 24, 2013, unless extended in writing by us in
our sole discretion. No legally binding obligation will be created
on any person with respect to this proposal unless and until a
mutually acceptable definitive amendment to the merger agreement
has been entered into by the parties.
We look forward to your response.
Sincerely,
DENALI HOLDING INC.
By:__/s/_____________________Name: Egon
Durban
By:__/s/_____________________Name: Michael S.
Dell
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
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.
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