Dell Technologies Inc. on Thursday sweetened its bid to buy out an affiliate and return to public markets, after facing strong pushback from shareholders, according to MarketWatch. The company said shareholders of DVMT, which is meant to track Dell’s stake in the fast-growing VMware Inc. software unit, would now be offered $120 in cash, subject to a cash cap of $14 billion, or 1.5043 to 1.8130 Class C shares for each share owned.
The $120 implied value per share implies a total market capitalization of $23.9 billion for the Class V common stock, the company said in a filing with the Securities and Exchange Commission. The increase in consideration provides Class V stockholders with an additional $2.2 billion in aggregate implied value.
“We’re excited about the opportunity ahead for Dell Technologies and we’re excited to share that opportunity with our public investors,” said Michael Dell, Chairman and CEO of Dell Technologies. “Dell Technologies has an unmatched portfolio of leading solutions to support customers’ digital transformation. We are driving integrated innovation from the edge to the core to the cloud, and we are delivering outstanding financial performance. We put forward a very attractive offer and look forward to the stockholder vote.”
An “overwhelming” number of shareholders contacted by Dell Technologies supported the revised transaction, the company said. Funds affiliated with Dodge & Cox, Elliott Management, Canyon Partners and Mason Capital Management, who collectively owned approximately 17% of the total outstanding Class V common stock, have entered into binding agreements to vote in favor of the revised Class V transaction.
The proposed offer remains subject to approval by regulators and the Class V stockholders, with a vote scheduled for Dec. 11 and a goal to complete the deal by yearend.
A major obstacle to the deal cleared later that day, when activist investor Carl Icahn said he would end his proxy fight and litigation against Dell Technologies after the company sweetened its bid, according to Bloomberg.
“Largely due to our opposition, today Dell enhanced the deal,” Icahn said in a statement posted to his website Thursday. “We have determined that a proxy fight would be unwinnable and have decided to withdraw our Delaware litigation and terminate our proxy contest.”
Dell Technologies’ businesses encompasses Dell, Dell EMC, Pivotal, RSA, Secureworks, Virtustream and VMware. With revenues of $80 billion and 145,000 employees, Dell Technologies is one of the world’s largest IT companies serving the needs of global corporations and governments to small businesses and consumers, the company states on its website.
“Michael’s story started when he founded Dell with $1,000 in 1984 at the age of 19,” the company states. “Notably quoted as saying that ‘technology is about enabling human potential,’ Michael’s vision of how technology should be designed, manufactured and sold forever changed the IT industry.”
In 1992, Dell became the youngest CEO ever to earn a ranking on the Fortune 500, according to the company.
“Known and admired for his astute business vision and bold moves, Michael took Dell private in 2013, setting the stage to architect the largest technology deal in history with the combination of Dell, EMC and VMware in 2016.”
Dell was Chief Executive‘s CEO of the Year in 2001, and is an honorary member of the Foundation Board of the World Economic Forum and is an executive committee member of the International Business Council. He is also a member of the Technology CEO Council, the U.S. Business Council and the Business Roundtable. He serves on the advisory board of Tsinghua University’s School of Economics and Management in Beijing, China and on the governing board of the Indian School of Business in Hyderabad, India. He is a board member of Catalyst and also served as the United Nations Foundation’s first Global Advocate for Entrepreneurship.
He’s No. 54 on Chief Executive and RHR International’s CEO1000 Tracker, a ranking of the top 1,000 public/private companies.
Michael Dell, CEO, Dell Technologies Inc.
Headquarters: Round Rock, TX
Education: University of Texas, Austin
Founded company: 1984
Named Chief Executive CEO of the Year: 2001