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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: Dell Appraisal Rights

 

Asking the Court to Define Fair Settlements in Dell Appraisal

Motion to determine what Dell must offer

Importance as model for investor reliance on appraisal process

A motion was filed this morning in the Dell appraisal case to request the court’s resolution of the questions we have been addressing about the terms of settlement Dell must offer to other claimants.[1]

Motion to determine what Dell must offer

Based on its interests and responsibilities as the petitioner that initiated the Dell appraisal proceeding to support Forum participants, Cavan Partners has made the following motion for the court to (a) define the specific terms of a settlement it approves between Dell and the T. Rowe Price petitioners, and then (b) enforce Dell’s obligation to offer all other claimants the same terms of settlement:

Importance as model for investor reliance on appraisal process

Beyond its relevance to Dell appraisal claimants who might be offered 88 cents per share to release their rights to appeal decisions in the case, the court’s decision can be expected to establish a model for settlements in future appraisal cases. Cornish F. (“Con”) Hitchcock of the Hitchcock Law Firm PLLC, the expert on investor rights who collaborated in the preparation of the motion as special counsel to Cavan,[2] has offered the following observations for Forum participants’ consideration:

This case has presented the Delaware court with the task of deciding a number of issues, and the resolution of those issues will have a huge impact on how future appraisal cases are litigated.  The motion being presented now asks the court to define fair processes for settlements, something that is especially important when some claimants depend on another claimant to manage their interests.

The particular dispute at issue now is a bit unusual in that the Court was asked to approve an agreement without notice to all parties, without a public hearing, and without being provided with the text of the agreement – and to do all this under considerable time pressure so that the money being paid by Dell to the T. Rowe Price claimants could be booked and reported in three days’ time.   In approving the settlement, the Court noted the importance of giving notice of the settlement to active participants in the case and cited the need to protect the rights of non-settling claimants.  Such notice was not provided, however, even though there are claimants other than T. Rowe Price who have the right to an appeal and who have not received the same 88 cents/share offer to waive an appeal.  Cavan’s motion thus seeks to clarify the rights of these claimants in this case and to clarify the procedures for future appraisal cases where partial settlements can affect the interests of other claimants.

Your comments on these observations are invited, and I will of course welcome questions about the motion.

GL – October 14, 2016

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

 

 

 

 

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.