Dell Stockholders Approve Merger Transaction
12 September 2013 - 4:14PM
Business Wire
Dell today announced that, based on a preliminary vote tally
from the special meeting of stockholders, Dell stockholders have
approved the proposal in which Michael Dell, Dell’s Founder,
Chairman and CEO, will acquire Dell in partnership with global
technology investment firm Silver Lake Partners.
In connection with the transaction, Dell stockholders will
receive $13.75 in cash for each share of Dell common stock they
hold, plus payment of a special cash dividend of $0.13 per share to
stockholders of record as of a date prior to the effective time of
the merger, for total consideration of $13.88 per share in cash.
The agreement also guarantees the regular quarterly dividend of
$0.08 per share for the fiscal third quarter would be paid to
holders of record as of a date prior to closing. The total
transaction is valued at approximately $24.9 billion.
The preliminary vote tally shows that the transaction was
approved by the holders of a majority of Dell’s outstanding shares,
as required by Delaware law. In addition, the tally shows that the
transaction was approved by the holders of a majority of Dell’s
shares voting for or against the matter, excluding shares held by
Mr. Dell, certain of his related family trusts, Dell’s Board of
Directors and certain members of its management, as separately
required under the merger agreement.
“I am pleased with this outcome and am energized to continue
building Dell into the industry’s leading provider of scalable,
end-to-end technology solutions,” said Michael Dell, chairman and
CEO of Dell. “As a private enterprise, with a strong private-equity
partner, we’ll serve our customers with a single-minded purpose and
drive the innovations that will help them achieve their goals.”
Mr. Dell continued, “I would like to thank our 110,000 team
members around the world who, throughout this process, have
remained focused on serving our customers with unity, purpose and
pride. As our company continues to expand its enterprise solutions
and services business, our team members will be Dell’s most
valuable asset and the key to our future success.”
“Over the course of more than a year, the Special Committee and
its advisors conducted a disciplined and independent process to
ensure the best outcome for Dell stockholders,” said Alex Mandl,
chairman of the Special Committee formed to evaluate the
transaction and other strategic alternatives. “By voting in favor
of the transaction, the stockholders have chosen the best option to
maximize the value of their shares. I want to thank my fellow
Committee members and the entire Board for their diligent and
tireless efforts on behalf of Dell stockholders, and the
stockholders themselves for the careful consideration they gave to
this important matter.”
The transaction is expected to close before the end of the third
quarter of Dell’s FY2014, subject to the satisfaction of customary
closing conditions, including regulatory approval. Dell will
continue to be headquartered in Round Rock, Texas.
About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers
worldwide innovative technology, business solutions and services
that give them the power to do more. For more information, visit
www.dell.com.
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 satisfy 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. 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.
DellMedia Contacts: 512-728-4100David Frink,
512-728-2678david_frink@Dell.comorMarc Bien,
512-728-0910marc_bien@dell.comorInvestor Relations
Contacts:David Mehok, 512-728-4225david_mehok@Dell.comorKarina
Franco, 512-728-5224karina_franco@dell.com
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