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The Shareholder Forumtm

special project of the public interest program for

Fair Investor Access

Supporting investor interests in

appraisal rights for intrinsic value realization

in the buyout of

Dell Inc.

For related issues, see programs for

Appraisal Rights Investments

Fair Investor Access

Project Status

Forum participants were encouraged to consider appraisal rights in June 2013 as a means of realizing the same long term intrinsic value that the company's founder and private equity partner sought in an opportunistic market-priced buyout, and legal research of court valuation standards was commissioned to support the required investment decisions.

The buyout transaction became effective on October 28, 2013 at an offer price of $13.75 per share, and the appraisal case was initiated on October 29, 2013, by the Forum's representative petitioner, Cavan Partners, LP. The Delaware Chancery Court issued its decision on May 31, 2016, establishing the intrinsic fair value of Dell shares at the effective date as $17.62 per share, approximately 28.1% more than the offer price, with definitive legal explanations confirming the foundations of Shareholder Forum support for appraisal rights.

Each of the Dell shareholders who chose to rely upon the Forum's support satisfied the procedural requirements to be eligible for payment of the $17.62 fair value, plus interest on that amount compounding since the effective date at 5% above the Federal Reserve discount rate.


 

Forum reference:

Dell advocates buyouts to realize long term intrinsic value

 

In the interview below (beginning at 9:45), Michael Dell confirms his pre-buyout knowledge of the predictable cycles and order patterns that would lead to increased PC sales, as explained by industry expert Darsh Khusial in these reports:

For the public discussion at the Council on Foreign Relations referenced in the article below, see

 

Source: Bloomberg, December 4, 2014 article and video interview

Bloomberg.com   Businessweek.com


Bloomberg


Bloomberg tv

Michael Dell: Growth Rate Accelerating as Private Company

 

Dec. 4 (Bloomberg) -- Dell Chief Executive Officer and Founder Michael Dell discusses being back in charge and the benefits of being a private company. He speaks to Bloomberg's Erik Schatzker in New York on December 3. (Source: Bloomberg)

 

Michael Dell Predicts More Buyouts as CEOs Seek Sale Advice

By Kelly Gilblom  |  Dec 4, 2014 9:46 AM ET

Michael Dell, chief executive officer of Dell Inc., said he anticipates additional leveraged buyouts like the one he completed last year after more than 10 counterparts sought his advice on the process.

Dell said since his Round Rock, Texas-based personal-computer company became private last year in a $24.9 billion buyout, he now has 20 percent more free time and can better focus on long-term strategy. Dell declined to identify the executives or companies that have sought his advice on LBOs, though some of the companies are larger than Dell, he said.

“It’s been much easier managing the business through a private entity,” Dell said in an interview with Bloomberg Television’s Erik Schatzker at New York’s Council on Foreign Relations. “I think you could see some more based on the discussions I’ve been having with other colleagues.”

Dell went private in October 2013 in a controversial deal that was opposed by some investors including billionaire Carl Icahn. Icahn charged that Dell and his partner on the LBO, Silver Lake Management LLC, were paying too low a price for the buyout. Bloomberg News reported last month that Dell and Silver Lake have made a paper gain of at least 90 percent on their investment.

 

Photographer: Simon Dawson/Bloomberg

Dell Inc. Chief Executive Officer Michael Dell, pauses during a Bloomberg Television interview on day two of the World Economic Forum (WEF) in Davos, Switzerland. Dell has served as a model for other hardware makers seeking to turn their companies around outside of the spotlight of public markets.

Dell has served as a model for other hardware makers seeking to turn their companies around outside of the spotlight of public markets. Joe Baratta, head of private equity at Blackstone Group LP, said in a Bloomberg Television interview yesterday. He said he has looked at about six $10 billion to $12 billion buyouts this year.

“The capital is there,” Baratta said. “It’s just the question of do you see the value.”

Activist Value

In today’s interview, Dell also discussed activist shareholders, saying they push companies to make short-term decisions that temporarily help shareholders but hurt the business later on.

“Activism is a bull market strategy and there’s a risk to that,” he said. “It certainly benefits during that short period of time but what happens later on? That’s a risk and certainly as a long-term owner-operator of a business I’m thinking about this over a lifetime and beyond.”

To contact the reporter on this story: Kelly Gilblom in New York at kgilblom@bloomberg.net

To contact the editors responsible for this story: Pui-Wing Tam at ptam13@bloomberg.net; Sarah Rabil at srabil@bloomberg.net Niamh Ring

 


©2014 Bloomberg L.P. All Rights Reserved

 

This project was conducted as part of the Shareholder Forum's public interest  program for "Fair Investor Access," which is open free of charge to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The management of Dell Inc. declined the Forum's invitation to provide leadership of this project, but was encouraged to collaborate in its progress to assure cost-efficient, timely delivery of information relevant to investor decisions. As the project evolved, those information requirements were ultimately satisfied in the context of an appraisal proceeding.

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