Today, the Special Committee of Dell’s Board of Directors filed the preliminary proxy statement regarding the proposed transaction, in which Michael Dell and Silver Lake Partners will acquire Dell and take it private. In light of the proposed transaction we have set up a web page for investors to quickly access material related to the transaction. Take a minute to check it out here. The site includes an overview, all related press releases and the preliminary proxy filed today.
1) The filing of the preliminary proxy begins what is expected to be an extensive review process by the U.S. Securities and Exchange Commission which could last approximately five to ten weeks. Following this review, a final or “definitive” proxy will be filed and include announcement of the date and time of a Special Meeting of Stockholders to vote on the proposed transaction.Based on this timeline and other assumptions, we still expect the current proposed transaction to close before the end of the second quarter of Dell’s FY14 (which ends on August 2, 2013).
Among other topics, the preliminary proxy statement details the rigorous process the Special Committee has followed, over a period of more than five months, to evaluate Dell’s current risks, opportunities as well as various strategic alternatives. The preliminary proxy also outlines the investment priorities Michael and Silver Lake intend to pursue as a private company, including: 1) extending the Company’s enterprise solutions and services capabilities through investments in research and development and additional acquisitions; 2) hiring additional sales personnel; 3) expanding in emerging markets; and, 4) investing in the PC and tablet business.Importantly, the preliminary proxy also addresses why the Special Committee believes the proposed merger agreement by Michael and Silver Lake, at $13.65 per share in cash, represents a fair offer that provides immediate value to shareholders.
2) The 45 day “go-shop” process overseen by the Special Committee produced proposals was submitted by a group led by entities affiliated with Blackstone Management Partners; and another by entities affiliated with Icahn Enterprises. At this time, both of these proposals are preliminary, not formal merger bids. The Special Committee will, as it is required, continue discussions with the Blackstone and Icahn entities, which could lead to a formal merger bid. If either party presents a formal merger bid, the Special Committee will determine whether it is a superior proposal to that of Michael and Silver Lake. A key point to remember is that the Special Committee is obligated, as they said in their March 25th press release, to ensure the best possible outcome for Dell shareholders, whichever transaction that may be. Michael has committed to the Special Committee that he will work with other potential partners in good faith.
As always you can contact Dell Investor Relations at firstname.lastname@example.org if you have questions. If you have specific questions about the proxy, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or proxy card, please contact MacKenzie Partners Inc. (105 Madison Avenue; New York, New York 10016; toll free 800-322-2885), which is acting as the Company’s proxy solicitation agent and information agent in connection with the merger. To see all SEC filings from Dell (including those not related to the transaction) you can go here.