Dell has signed a definitive merger agreement under which Michael Dell, the company’s founder, chairman and CEO, in partnership with global technology investment firm Silver Lake, will acquire 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.
The price represents a premium of 25% over Dell’s closing share price of $10.88 on 11 January, the last trading day before rumours of a possible going-private transaction were first published; and a premium of approximately 37% over the average closing share price during the previous 90 calendar days ending 11 January 2013.
The buyers will acquire for cash all of the outstanding shares of Dell not held by Michael 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. Michael Dell recused himself from all board discussions and from the board vote regarding the transaction.
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 financial year 2014.
Alex Mandl, lead director of Dell’s board, comments: “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.”
Michael Dell says: “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.”
Egon Durban, a Silver Lake managing partner, adds: “Michael Dell is a true visionary and one of the preeminent leaders of the global technology industry. 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.”