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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 explains strong growth of products now that buyout is completed


For a subsequently published video (25:37 minutes) and transcript of the interview on which the article below was based, in which Mr. Dell also discusses market conditions and strategies that were not disclosed prior to the buyout, see


Source: Fortune (published by CNN Money), May 22, 2014 interview

Brainstorm Green


Michael Dell: Long live the PC


By Claire Zillman, reporter May 22, 2014: 9:35 AM ET

PCs may not be a high-growth market, but they're still important to Dell's customers, especially small and medium-size businesses, Dell's CEO says.

Michael Dell at Fortune Brainstorm Green. Photograph by Stuart Isett.

FORTUNE --  Michael Dell's year-long battle to take his company private was one of the fiercest business brawls in recent memory. The chairman and CEO of Dell managed to rebuff activist investor Carl Icahn's takeover attempts before shareholders approved the $25 billion buyout last September. What might be even harder for Dell now is figuring out what to do with the company, whose quarterly results prior to its privatization showed earnings of 25 cents per share, down from 50 cents a year earlier.

Nonetheless, Dell wanted his business back for a reason; he has a vision for the company he founded in his dorm room 30 years ago, and after appearing at the Fortune Brainstorm Green conference earlier this week, he shared his plans about the company's future.

Here's an edited excerpt of our chat:

Big question here: Now that Dell is once again your baby, what do you have planned for the company?

We have been for the last five or seven years growing our business around creating end-to-end solutions for our customers, and that really involves more than what we started with, which was hardware. We've built a more than $20 billion business in new areas of software services, data center, security and we continue to invest in those areas. And what that does is it allows us to solve a much broader set of problems that customers have and opens us up to a much larger market.

With such a focus on software and services, where does the PC fit into your business model and do you ever foresee it not being a part of Dell's strategy?

No. It's hard to provide end-to-end solutions if you don't have both ends. We're number one in commercial PCs in the United States and this last quarter our share in the business grew faster than at any time since 2006. That market may not be a high-growth market, but it's certainly important to our customers, especially -- small and medium-size businesses. It used to be that if you had IT in any serious way you were a big company because it was expensive, but it's gotten much more affordable. In the U.S. that's sort of empowering in tens of millions of small- and medium-size companies and Dell serves a very high percentage of those companies and has for many years. Their needs start out as, 'Hey we need some tablets we need some notebooks, we need some desktops.' That's often a way for us to introduce ourselves to that customer and then expand that relationship to a broad range of things.

Earlier this week, Microsoft CEO Satya Nadella and Surface Computing head Panos Panay said the laptop-like tablet will kill the laptop in the traditional sense. How do you respond to that?

I think there's been some reconsideration that has gone on among customers. They've said, 'A tablet may be great, but does it really replace the productivity device that I use?' For some people maybe it does, but for most of them not really.

How has Dell's tablet performed?

From the first quarter of last year to second quarter our tablet sales doubled and then from second quarter to third quarter, they doubled again. Then they tripled from the third quarter to fourth quarter. The fastest growing categories of tablets are Windows and Android, and we're in both of those.

Speaking of tablets, how do you see Dell fitting into today's mobile landscape? Will we ever see the Dell cellphone?

I think you sort of have to step back and ask a fundamental question of do you want to do everything for every customer, every time, everywhere? It's probably not the best strategy so we choose to be a bit more focused. Phones are exciting and shiny but if you look at that business, there's no shortage of competitors so let's go do some other things. We're investing much more in software, security, data centers.

You've said Dell is doing well. Can you provide any top line numbers that give more insight into how the company is performing?

We've seen data from large integrated IT companies so far this quarter, and I can say definitively that we're the fastest growing of all of them. Business is growing. Cash flow is strong.


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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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