Arik Hesseldahl

Recent Posts by Arik Hesseldahl

Nearly 70 Percent of Dell Shareholders Voted to Go Private

DellatCESThe vote in favor of taking Dell private in a $25 billion leveraged buyout wasn’t terribly close, a new filing with the U.S. Securities and Exchange Commission shows.

In the final tally, nearly 70 percent of shareholders voted in favor of the plan to take Dell private, in a process that is expected to be completed later this year. The tally also showed that it was approved by a majority, or 50.5 percent of people not associated with Dell or any related entities.

Michael Dell, the company’s largest shareholder, was excluded from voting under terms of the go-shop process set up by the board of directors. That meant that in total, a majority of shareholders amounting to 43 percent had to vote in favor.

Here’s the language from the SEC filing below. It’s not clear if this is really the end of the process, as activist investor Carl Icahn has promised to pursue appraisal rights in Delaware Courts in an attempt to ask a judge to determine the company’s real value. That probably won’t scotch the deal, but could drag the last fading bits of drama relating to this transaction out just a little bit longer. After opposing the plan for months, Icahn stopped trying to get control of the company for himself on Sept. 9. Either way, he made a tidy $70 million profit for his trouble.

Here’s the original language from Dell’s 8-K filing.

On September 12, 2013, Dell Inc. (the “Company”) held a Special Meeting of Stockholders, at which holders of the Company’s common stock voted on proposals to (1) adopt the Agreement and Plan of Merger, dated as of February 5, 2013, as amended as of August 2, 2013, as it may be further amended from time to time (as so amended, the “Amended Merger Agreement”), by and among Denali Holding Inc., a Delaware corporation (“Parent”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Intermediate”), Denali Acquiror Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (“Merger Sub” and, together with Parent and Intermediate, the “Parent Parties”), and the Company, pursuant to which (and subject to the conditions set forth therein) Merger Sub would merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent, and (2) approve, on an advisory (non-binding) basis, the compensation that may become payable to the named executive officers of the Company in connection with the Merger.
The final vote tally, as certified by IVS Associates, Inc., the inspector of election for the Special Meeting, shows that the proposal to adopt the Amended Merger Agreement was approved by the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon, as required by Delaware law. In addition, the final tally shows that the proposal to adopt the Amended Merger Agreement was approved by the holders of a majority of the shares of the Company’s common stock held by stockholders voting for or against the proposal to adopt the Amended Merger Agreement, excluding shares held by the Parent Parties, Michael S. Dell and certain of Mr. Dell’s related family trusts, any other officers and directors of the Company or any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary, as separately required under the Amended Merger Agreement.
The final vote tally also shows that the proposal to approve, on an advisory (non-binding) basis, the compensation that may become payable to the named executive officers of the Company in connection with the Merger was approved.

The final voting results on the proposals were as follows:

Proposal One:

To adopt the Amended Merger Agreement:

The total number of shares of the Company’s common stock entitled to vote on Proposal One were voted as follows:

For: 1,013,326,409

Against: 399,608,525

Abstentions: 39,610,350

Broker Non-Votes: 0

The total number of shares of the Company’s common stock held by stockholders voting for or against Proposal One, excluding shares held by the Parent Parties, Michael S. Dell and certain of Mr. Dell’s related family trusts, any other officers and directors of the Company or any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary, were voted as follows:

For: 733,998,074

Against: 399,608,525


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