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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 company's subsequent 12:00PM EDT press release of the news reported in the CNBC video below of its accelerated schedule for an earnings report, but not addressing the additional news of expected results reported by both CNBC and The Wall Street Journal article below based on unidentified sources, see


Sources: CNBC, May 14, 2013 video and The Wall Street Journal, May 14, 2013 article


Dell to Announce Earnings Early: Source

Tue 14 May 13 | 11:12 AM ET

Dell to Announce Earnings Early: Source

The tech giant is likely to report below-expected earnings next Thursday, reports CNBC's David Faber.



EARNINGS  |  May 14, 2013, 1:32 p.m. ET

Dell to Miss Profit Estimates, Beat on Revenue


Dell Inc. pushed up the timing for releasing its quarterly profits, which the company expects to be far worse than Wall Street had expected, according to a person briefed on the results.

Signs of further deterioration in the computer maker's profits could help bolster the $24.4 billion effort to take the company private, in a deal led by private-equity firm Silver Lake Partners and Michael Dell, the company's founder and chief executive. The buyout has faced opposition from some of Dell's largest stockholders.

Mr. Dell and other buyout proponents have said the company should be taken out of the hands of public shareholders, because they will continue to punish Dell's stock for reporting ugly financial results while it evolves from a PC-and-server company to a provider of broader corporate technology and services.

The Round Rock, Texas, company had previously set a date of May 21 to report its fiscal-first-quarter results. On Tuesday, Dell said it was accelerating the announcement to this Thursday but didn't explain why.

Dell now expects to report revenue of roughly $14 billion, and earnings of 20 cents a share, excluding some expenses, according to the person briefed on the financial results.

The average of analyst estimates had called for Dell to post $13.5 billion in revenue, and earnings of 35 cents a share, excluding some items, according to FactSet Research Systems Inc.

This person also said Dell expects to report operating income of about $600 million, below average analyst forecasts.

Brian Marshall, an analyst with ISI Group, said the results indicate Dell sacrificed profit by reducing prices to help move PCs, servers and other products in the last three months.

"Clearly there's been discounting by everybody, not just Dell," Mr. Marshall said. "Maybe [Dell] had too much success selling discounted products."

But the timing of the accelerated financial report comes as two buyout opponents have sharply criticized Dell's board for accepting what they say is a cut-rate buyout offer. The opponents, investor Carl Icahn and Southeastern Asset Management Inc., are pushing to derail the Dell buyout with an alternative stockholder plan greeted with skepticism by the Dell board.

Mr. Icahn didn't return a call seeking comment. A spokesman for Southeastern declined to comment.

Some buyout opponents worry Dell's continued lackluster financial results reflect purposeful choices to make the company appear weak, and allow Mr. Dell to buy out his company on the cheap. Those buyout skeptics could seize on the latest financial results as further evidence for these theories.

Mr. Icahn and Southeastern last week proposed a deal to let Dell stockholders retain some of their shares, and take a $12-a-share dividend in cash or Dell stock.

A special committee of the Dell board, in a harsh rebuttal to the duo's offer, said Monday it would consider the overture only if the two parties came forward with firm financing, a new Dell management team and a litany of details not included in their initial proposal.

As Mr. Icahn in particular has sought to whip up opposition to the Dell buyout, the company's share price has crept closer toward the $13.65-a-share offer from Silver Lake and Mr. Dell—in a sign some traders may be expecting a higher deal price from the Silver Lake group or other potential buyers.

On Tuesday, shares dropped 5 cents to $13.47.

—Ian Sherr contributed to this article.

Write to Shira Ovide at

A version of this article appeared May 15, 2013, on page B4 in the U.S. edition of The Wall Street Journal, with the headline: Dell's Profit Will Miss Estimates.

Copyright ©2013 Dow Jones & Company, Inc. 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.

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.