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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.

Note: On December 14, 2017, the Delaware Supreme Court reversed and remanded the decision above, encouraging reliance upon market pricing of the transaction as a determination of "fair value." The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for the realization of intrinsic value in opportunistically priced but carefully negotiated buyouts.



For the earlier report referenced in the article below, also based on "sources" who "asked not to be named because the matter is not public," see


Source: Reuters, March 15, 2013 article


Silver Lake's bid for Dell started at $11.22 per share - source

A company logo of Dell is seen on the cover of its laptop at a Dell outlet in Hong Kong October October 21, 2009. REUTERS/Bobby Yip

NEW YORK | Fri Mar 15, 2013 6:06pm EDT

(Reuters) - Private equity firm Silver Lake Partners bid as low as $11.22 per share for Dell Inc in mid 2012, when it first discussed a buyout with founder and CEO Michael Dell, according to a person familiar with the situation.

Since then, on February 5 this year, Silver Lake and Michael Dell raised their bid to take the world's No. 3 personal computer maker private to $13.65 a share. At $24.4 billion, it would be the largest private equity-led buyout since the 2008 financial crisis.

When the bid was first announced, the price represented a 25 per cent premium over the stock price before news of the bid, but Dell's share price closed at $14.31 on Friday.

The computer maker has said repeatedly that the bid comes only after extensive review and negotiations, and has deemed it fair to shareholders and that view will likely be emphasized again in an upcoming proxy filing with the SEC.

But some analysts say Michael Dell and Silver Lake may eventually raise their bid to try to appease investors in Dell like Southeastern who complain it undervalues the company.

Michael Dell is trying to complete his company's transition from a low-margin PC maker into a provider of computing services. The makeover has become more urgent as the PC market shrinks. Analysts say it might best be carried out if the company were taken private, away from public shareholder pressure and scrutiny.


CNBC first reported the opening bid and, according to the business television network, private equity house KKR & Co LP had also discussed a bid for Dell at $12 to $13 a share but dropped that offer in December last year.

Several major shareholders voiced opposition to the bid including Southeastern Asset Management and T. Rowe Price.

A second person familiar with the matter told Reuters that Southeastern, Dell's largest independent shareholder, had itself broached the possibility of a leveraged buyout to Michael Dell in the summer of 2012, when it expressed interest in contributing its equity in Dell toward any deal.

But two other sources familiar with Southeastern's thinking told Reuters the firm had not touched on any sort of private equity-led buyout deal during talks with Michael Dell last summer.

These sources said Southeastern proposed a transaction similar to one it outlined on February 8 in a letter to the board, when it outlined a so-called "Dutch auction" or tender offer to all shareholders, the two sources added.

Southeastern's objection to the current bid, like that of many other investors, is that the buyout as it stands severely undervalues the corporation.

All sources asked not to be named because the matter is not public. Dell did not respond to requests for comment and Southeastern declined to comment.

A clearer picture of the negotiations leading up to the deal is expected to emerge in the last week of March in a company proxy filing.

(Reporting By Greg Roumeliotis, Soyoung Kim and Nadia Damouni in New York; editing by Clive McKeef)

©2013 Thomson Reuters.


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

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.