Dell Storage Forum 2012 – Paris Courtesy of Dell

Round Rock, Texas, USA - February 05, 2013


• Dell stockholders to receive $13.65 per share in cash

• Transaction valued at approximately $24.4 billion

• Transaction implies a 37 percent premium over the average closing share price during the previous 90 calendar days ending Jan. 11, 2013


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.

Dell Storage Forum 2012 – Paris Courtesy of 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.

Dell Storage Forum 2012 – Paris Courtesy of Dell

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.

Techonomy On Stage. Techonomy 2012 Courtesy of Dell

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.

Dell in the Clouds Think Tank at the Skyloft, Millbank, London. Courtesy of Dell

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.

Texas Conference for Women - Dell VIP Event Courtesy of Dell

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.

President Obama visits the American Red Cross Digital Command Center (Powered by Dell) following Hurricane Sandy. Courtesy of Dell

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.

Courtesy of Dell

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.

Backstage with the Agent Provocateur models and their XPS 12's. Dell supports Seven Bar Foundation at Lingerie London Event. Courtesy of Dell

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.

XPS 12's were used to help facilitate donations during the evenings auctions. Dell supports Seven Bar Foundation at Lingerie London Event. Courtesy of Dell

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.

Founders Club Summit - Miami, hosted by Dell and Intel. Courtesy of Dell

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.”

Dell's new Latitude 6430u business Ultrabook at the Windows 8 launch event in New York on October 25, 2012. Courtesy of Dell

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.”

Futurecom 2012 Courtesy of Dell

"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."

Dell Enterprise Strategy Update & Social Think Tank. Courtesy of Dell

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.

Dell Annual Analyst Conference, Bangalore. Courtesy of Dell

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, a cash investment by an investment fund affiliated with MSDC Management, 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.

Dell @Gitex Shopper View from the Plaza to the Burj Khalifa, the tallst building of the world. Courtesy of Dell

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.

The Dell Middle East Team with Steve Felice, Michael Collins & Dave Brooke. Courtesy of Dell

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.

Courtesy of Silver Lake

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  



Michael S. Dell

Chairman of the board of directors and chief executive officer of Dell Inc.

Michael S. Dell Courtesy of Dell Inc.

Michael Dell is the chairman of the board of directors and chief executive officer of Dell, the company he founded with $1000 in 1984 at the age of 19.

Notably quoted as saying that “technology is about enabling human potential,” Michael’s vision of how technology should be designed, manufactured and sold forever changed the IT industry.

In 1992, Michael became the youngest CEO ever to earn a ranking on the Fortune 500.

Today, Dell Inc. is composed of more than 100,000 team members who serve the IT needs of global corporations, small and medium businesses, governments, healthcare providers, educational institutions and home computing users.

From PCs to the infrastructure and services that power the world’s most complex data centers and cloud computing environments, Dell’s broad range of IT services and solutions has helped millions of customers around the world achieve the outcomes that are most important to them.

In 1998, Michael formed MSD Capital, and in 1999, he and his wife established the Michael & Susan Dell Foundation to provide philanthropic support to a variety of global causes.

Michael is an honorary member of the Foundation Board of the World Economic Forum and is an executive committee member of the International Business Council.

He serves as chairman of the Technology CEO Council and is a member of the U.S. Business Council and the Business Roundtable.

He also serves on the governing board of the Indian School of Business in Hyderabad, India and is a board member of Catalyst.


Source: Dell Inc.

http://content.dell.com/us/en/corp/newsroom-press-releases.aspx  



ASTROMAN Magazine - 2012.08.19

Dell Bulks Up its SMB Storage Portfolio

http://www.astroman.com.pl/index.php?mod=magazine&a=read&id=1300  


ASTROMAN Magazine - 2012.05.26

Dell Completes Acquisition of Cloud Client Computing Leader Wyse Technology

http://www.astroman.com.pl/index.php?mod=magazine&a=read&id=1244  


ASTROMAN Magazine - 2012.05.13

Dell Opens New York City Solutions Center

http://www.astroman.com.pl/index.php?mod=magazine&a=read&id=1237  


ASTROMAN Magazine - 2012.05.13

New 22nm Intel Xeon Processors to Boost Dell Micro Servers' Performance by 95%

http://www.astroman.com.pl/index.php?mod=magazine&a=read&id=1236