Dell board votes in favor of Michael Dell's $24.9 billion buyout offer
Dell has finally agreed to let founder Michael Dell take the company private through a partnership with investment firm Silver Lake Partners, in a deal valued $24.9 billion. The transaction, which is still pending regulatory approval, should see stockholders receiving $13.88 per share of common stock (including payment of a special cash dividend) and is expected to close in Q3 of Dell's 2014 fiscal year. In a statement released to the press, Michael Dell said that the newly private company's mission will be to "serve our customers with a single-minded purpose and drive the innovations that will help them achieve their goals."
Update: On the company's investor call, Michael Dell, who retains 75 percent ownership under this new structure, reaffirmed Dell's commitment to innovation and customer service -- goals he said can now be better achieved "without the scrutiny of operating as a public company." He also outlined several key areas of focus for the newly private Dell, among which expanding its presence in emerging markets, investing in R&D and acquisitions for enterprise solutions, as well as the PC, tablet and virtual computing space are key pillars.
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Dell Stockholders Approve Merger Transaction
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.
