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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.


 

 

For a printable copy of this report, click here.

Forum Report: Fair Investor Access (Dell Valuation Project)

 

Participation in Planning for Dell Appraisal Rights

Specifying your private label investment product

Encouraging investor designation of trusted legal advisor – now, not later

Now that the Dell buyout has been formally approved, we are proceeding with the final definition of organizational plans for the Dell Valuation Trust. Anyone with an interest in Dell appraisal rights is welcomed to tell us what you think should be accommodated.

Specifying your private label investment product

The basic plan for the Trust was designed to support each participating investor’s independent control of efficiently managed interests in appraisal rights, following the industrial model of a private label manufacturer. According to that example, the Trust will process the appraisal rights raw material to make usable investment products that are customized to suit a variety of fund manager performance requirements. But we need to get specifications of those requirements in time to set up the production process.

Some of you have been working with us to define your performance requirements, and we can guess at others. If you want to be sure we know what you need, particularly relating to the nature and timing of liquidity, next week is the time to tell us.

Encouraging investor designation of trusted legal advisor – now, not later

Investors who want to be represented in the Trust’s appraisal process by their own legal advisor should initiate the arrangements within the next few days. If you rely upon the lawyer’s guidance, the Trust and all its participants will benefit from getting that person’s advice on organization plans and legal strategies now, before the merger effective date when the proceedings move forward. Getting that advice after the course is set will not be constructive.

To encourage this valuable participation in the planning process, the Trust will make the following provisions for attorneys representing participants in the Forum’s program for appraisal rights investments, or other qualified Dell investors, who have requested certification of eligibility for Trust management of their appraisal rights[1] by the end of this month:

1.  The attorney may serve as co-counsel in the appraisal proceeding, and may appear representing either the Trust or the attorney’s investor client if the investor wishes to be identified as a petitioner. (Trust management allows a holder of appraisal rights the choice between being a named petitioner or being unidentified.)

2.     Alternatively, the attorney can choose to serve as the investor’s designee on the Review Panel[2] to confer with counsel responsible for the appraisal proceeding and provide public reports relevant to investor interests.

3.      In consideration of either form of support, the Trust will give the attorney a portion of the incremental value realization for the client’s appraisal rights, based on a percentage that will be equal for all co-counsel.

We will of course continue to welcome investor proposals of legal representatives for the Review Panel or for Trust co-counsel relationships after the end of this month, but the provision for Trust compensation will no longer be justified.

The deadline for participation in the planning process is a necessity of orderly progress. It is assumed that investors and lawyers who appreciate the benefits of helping to guide the Trust will also understand the value of timely attention to its organizational planning.

GL – September 20, 2013

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

 


[1] See the “Support of marketability and independent investor control” section of the September 6, 2013 Forum Report: Reserving Value Realization Alternatives Before the Dell Vote.

[2] Current plans for the Forum-supported “Review Panel” of investor-selected legal and valuation experts are summarized in the “Refinements of investor support requirements” section of the August 23, 2013 Forum Report: Choosing Fair Value over Auction Price for Dell. A charter of the Panel can be made available upon request.

 

 

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.

Inquiries about this project and requests to be included in its distribution list may be addressed to dell@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.