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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.


Forum distribution:

Dell pursuing long term growth after buying out public shareholders


Source: CNBC, November 20, 2013 video interview with transcript and related video and article

Dell CEO: Able to go after growth since going private

Wed 20 Nov 13 | 07:31 AM ET

The following transcript has not been checked for accuracy.

we're reinventing our business, taking risks, doing a lot of things i did when i started the company. during the 25 years we were a public company, i'm proud of our record for shareholders. our stock increased 13,000%, 25 times better than s&p 500 during that period. we had a difficult process to take the company private. we're thrilled now. investing aggressively and growing around the world. couldn't be more excited. what are you doing behind the scenes now that you're private that you couldn't when you were a public company? one of the first things is you sort of get out of this 89 day planning cycle public companies are subjected to. having the assets and customer relationships we have and breath of it solutions we have, we're able to go after growth. so i was just in europe two weeks ago. we got double digit growth in germany. investing aggressively in building relationships with the s andbes, enormous growth opportunity. emerging markets are coming back. we're building out solutions not just focused on the near term but thinking about the cloud, mobile big data, opportunities and challenges that it represents. again, with an incredible brand and great set of asset, fantastic team and strong balance sheet. couldn't be more excited about the position we're in and the opportunity to change the industry once again. michael, is there a good example of a project you always wanted to pursue when you were a public company that you're now able? specific project or initiative? you know, i think certainly as we look at our business, there's a couple of areas we're going to make big bets. we've got a fantastic event coming up here next month called delle world. i'm going to be back on cnbc as you'll be with us on the show floor. we're going to be talking about those things, revealing new technology we're working on here. we're increasing investments. i think you'll see the fruits of that. what i can tell you is that our teams are energized. the customer reception has been quite positive. we're out there being aggressive.




Icahn had no good intentions: Michael Dell

Published: Wednesday, 20 Nov 2013 | 8:35 AM ET

By: | Producer, CNBC's "Squawk Box"


Dell CEO: Icahn 'had no long-term intentions'

Wednesday, 20 Nov 2013 | 7:34 AM ET

Was Carl Icahn ever serious about running Dell? Dell Chairman and CEO Michael Dell says Icahn was just trying to talk the price up.

Major shareholders like Carl Icahn who opposed the $24.9 billion deal to take Dell private were just trying to drive up the stock price, Michael Dell told CNBC on Wednesday.

"[Icahn] didn't own a share of the stock until after the deal was announced, and had no long-term … good intentions for the company or its shareholders or people inside the company," Dell said in a "Squawk Box" interview.

(Read more: Icahn bows out of battle for control of Dell)

Going forward, the Dell Co. founder and chief said: "We're building out our solutions, not just focused on the near-term but thinking about the cloud, mobile, big data—all the opportunities and challenges that IT represents."

Dell CEO: Able to go after growth since going private

Dell Chairman and CEO Michael Dell discusses his company's life as a private company. "We're building out our solutions thinking about the cloud, mobile and big data," he explains.


"There are areas where we're going to make big bets," he hinted, but said the details won't be released until next month at the annual Dell World conference. "We're increasing our investments in R&D and I think you'll see the fruits of that."

Dell went private last month, after Dell and private equity group Silver Lake completed their controversial buyout. "Ultimately the bid by myself and Silver Lake was the highest price available for the company," Dell said. The stock was delisted on the Nasdaq on Oct. 29. He said there are no plans right now to bring the computer company public again.

(Read more: Icahn slams Dell board after dropping fight)

"Out in the start-up world," Dell said, "companies have a desire to stay private longer. There not so entranced by the public markets here." He cited, as another factor, the availability of debt capital at attractive rates.

But now that more mature companies like Twitter, Facebook, and LinkedIn are public companies, Dell said he sees social networks as a way to improve the "speed at which teams collaborate [and] share information."

Dell started the company from his college dorm room in 1984, and built it into a model for computer production and supply chain management. But like its rivals, Dell has been hit by the global slowdown in PC sales in recent years, as consumers spent more and more on tablets and smartphones.

Now, he said, "our business is not as dependent on the PC as it was 10 or 20 years ago. We've broadened our business considerably, the enterprise and solutions services software."

And as Microsoft searches for a new CEO, Dell said he's impressed with what he's hearing so far. "Microsoft's an important partner for Dell, an important company in the industry. I'm sure they'll come-up with a great solution there."

(Read more: Ballmer: Microsoft needs leader for a new era)

—By CNBC's Matthew J. Belvedere. Follow him on Twitter @Matt_SquawkCNBC. Reuters contributed to this article.


© 2013 CNBC LLC. 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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