Computer maker Dell on Tuesday announced it will take itself private in a $24.4 billion deal, which is being considered one of the most significant
buyouts since the financial crisis.
Dell signed a definitive merger agreement under which the company's Founder, Chairman and Chief Executive Officer Michael Dell would acquire Dell.
Company stockholders would receive $13.65 in cash for each share of Dell common stock they hold, in a transaction valued at approximately $24.4 billion. The buyers would acquire for cash all of the outstanding shares of Dell not held by Dell and other members of management.
The Dell Board of Directors unanimously approved a merger agreement under which Dell and global technology investment firm Silver Lake Partners would acquire the company and take it private subject to a number of conditions, including a vote of the unaffiliated stockholders.
Following
completion of the transaction, Dell, who owns approximately 14 per cent of Dell's common shares, would continue to lead the company as Chairman and Chief Executive Officer and will maintain a significant equity investment in Dell by contributing his shares of Dell to the new company, as well as making a substantial additional cash investment.
The company would continue to be headquartered in Texas.
The transaction would be financed through a combination of cash and equity contributed by Dell, cash funded by investment funds affiliated with Silver Lake, and a $2 billion loan from Microsoft. The deal is expected to close before the end of the second quarter of Dells financial year 2014.
Dell said the transaction would open an "exciting new chapter" for the company.
"Dell has made solid progress executing this strategy over the past four years, but we recognize that it will still take more time, investment and patience, and I believe our efforts will be better supported by partnering with Silver Lake in our shared vision," Dell said.
A special Committee was formed after Dell first approached the company's Board of Directors in August last year with an interest in taking the company private.
The committee also engaged a leading management consulting firm to conduct an independent analysis, including a review of strategic alternatives for Dell and opportunities for the company as a public entity.
The merger agreement provides for a "go-shop" period, during which the committee would actively solicit, evaluate and enter into negotiations with parties that offer alternative proposals.
The initial go-shop period would be for 45 days, after which the committee would be permitted to continue discussions and enter into or recommend a transaction with any person or group that submitted a qualifying proposal during the 45-day period.
"A successful competing bidder who makes a qualifying proposal during the initial go-shop period would bear a $180 million (less than 1 per cent) termination fee. For a competing bidder who did not qualify during the initial go-shop period, the termination fee would be $450 million," the statement said.
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