Dell stockholders have approved the proposal in which Michael Dell, Dell's Founder, Chairman and CEO, will acquire Dell in partnership with investment firm Silver Lake Partners for $24.9 billion.
In connection with the transaction, Dell stockholders will receive $13.75 in cash for each share of Dell common stock they hold, plus payment of a special cash dividend of $0.13 per share to stockholders of record as of a date prior to the effective time of the merger, for total consideration of $13.88 per share in cash. The agreement also guarantees the regular quarterly dividend of $0.08 per share for the fiscal third quarter would be paid to holders of record as of a date prior to closing. The total transaction is valued at approximately $24.9 billion.
The preliminary vote tally shows that the transaction was approved by the holders of a majority of Dell's outstanding shares, as required by Delaware law. In addition, the tally shows that the transaction was approved by the holders of a majority of Dell's shares voting for or against the matter, excluding shares held by Mr. Dell, certain of his related family trusts, Dell's Board of Directors and certain members of its management, as separately required under the merger agreement.
"I am pleased with this outcome and am energized to continue building Dell into the industry's leading provider of scalable, end-to-end technology solutions," said Michael Dell, chairman and CEO of Dell. "As a private enterprise, with a strong private-equity partner, we'll serve our customers with a single-minded purpose and drive the innovations that will help them achieve their goals."
Mr. Dell continued, "I would like to thank our 110,000 team members around the world who, throughout this process, have remained focused on serving our customers with unity, purpose and pride. As our company continues to expand its enterprise solutions and services business, our team members will be Dell's most valuable asset and the key to our future success."
The transaction is expected to close before the end of the third quarter of Dell's FY2014, subject to the satisfaction of customary closing conditions, including regulatory approval.
Dell will continue to be headquartered in Round Rock, Texas, and plans to invest in the personal computer and tablet markets, in expanding sales coverage and in growing its distribution network, founder and Chief Executive Michael Dell said in a conference call after the shareholder vote.
Dell is competing with HP and others in the storage, networking and software portfolios, althought it has lagged behiond, with corporate market already locked up by IBM and HP.
The vote had already been delayed twice as Michael Dell and Silver Lake failed to find enough shareholder backing for its buyout proposal.
Some of Dell's major shareholders, including Carl Icahn, Yacktman Asset Management and Southeastern Asset Management, believe the company is being undervalued and criticized the proposal.
After the initial buyout offer from Michael Dell and Silver Lake, Dell announced that two groups -- one led by Blackstone Group and the other by Icahn -- made counterproposals
to buyout Dell. Blackstone offered a deal in excess of $14.25 per share, while Icahn and affiliates offered $15.00 per share for a leveraged buyout.
Blackstone withdrew its offer, butIcahn and Southeastern made multiple counteroffers from May through July in which shareholders would have the option to continue holding Dell shares and get back cash or stock. Under pressure from Icahn, Dell and his associates sweetened their proposal for the company, offering $13.75 per share and a special dividend of $0.13. As part of the new proposal, shareholders would also get the regular third-quarter dividend of $0.08 per share. New guidelines for the shareholder vote were also part of the deal.
Finally, on Monday, Icahn and his associates halted
their attempt to buy Dell.