Actian CEO Steven Shine told AllThingsD that the combined company will have revenue north of $150 million and 450 employees around the world.

It’s Actian’s third significant acquisition since 2011. In January, it paid $162 million for Pervasive Software, a publicly held software company. Late last year, it paid $37 million for Versant, beating out a bid from another company.

Financial terms were not disclosed, since both companies are private. But the deal marks an exit for ParAccel’s investors, including Amazon, MDV, Bay Partners, Walden International, Tao Venture Partners and Menlo Ventures, who had put in a combined $64 million since its founding in 2007. The most recent capital injection was a $20 million venture round led by Amazon that was announced a year ago.

ParAccel specializes in high-end databases, and has seen a handful of its primary competitors, like Vertica and Aster Data Systems, acquired by the likes of Hewlett-Packard and Teradata, respectively. Its Analytic Platform brings together an analytic database along with features to extend it and integrate it with other technologies for running big-data analytics. Its customers include Amazon, Royal Bank of Scotland, OfficeMax and MicroStrategy.

Amazon uses ParAccel’s technology in its RedShift cloud-based data warehousing service, while MicroStrategy uses it to power a business intelligence product.

Shine said that as more companies begin to struggle with their big-data and analytics problems, their choices first seem limited to large vendors like IBM and Oracle and EMC’s Greenplum. “When you look at companies that are focused purely on data, you see the behemoths, and most of those drag hardware along with them,” he said. “And then you look down below and see a lot of Hadoop spinoffs.”

Companies are looking for help in getting all the various threads of gathering, managing and analyzing big troves of data and then turning it all into useful business intelligence, Shine said. And they also want to do it in the cloud, and that’s where he sees the opportunity.

Actian was born as a database product called Ingres inside CA Technologies, one it acquired in the 1990s. In 2004, CA decided to turn it into an open-source product. And in 2005, during a fit of streamlining, CA’s Ingres assets were spun out as a privately held company, majority owned by the private equity firm Garnett & Helfrich Capital, and became Ingres Corp. It changed its name to Actian in 2011.

UrbanCode’s play is to speed up the development and delivery of software. Big Blue says it will be integrated into its SmartCloud and MobileFirst offerings. UrbanCode’s technology, IBM said, helps businesses cut down the time between updates to applications.

The deal is IBM’s second of 2013. In a note to clients, ISI analyst Brian Marshall estimated that the company has spent about $12 billion on small tuck-in acquisitions during the last three years. Word of the deal comes a week after IBM reported a disappointing quarterly earnings miss that was interpreted as a bad sign for the rest of the IT industry.

First reported by ReadWrite, the deal will bring Mashery’s 125 employees into Intel’s services division. APIs are the keys to working with different cloud services and software. For developers, access to an API is usually the first step to building enhancements and ancillary services and features, or getting two services working together.

Mashery had raised more than $34 million, according to Crunchbase, the most recent of which was a $12 million venture round led by OpenView Ventures and Cisco Systems. Prior investors include First Round Capital and Formative Ventures. Financial terms of the deal have not been disclosed.

The deal represents another example of Intel’s shift toward software development and away from a pure focus on building chips. In 2010 Intel acquired the software security firm McAfee for $7.7 billion. The idea behind that deal was to marry Intel chips that go into PCs and servers and other devices with McAfee’s various security capabilities.

The software and services group, which includes both McAfee and Wind River Systems, which Intel acquired in 2009 and which is run by Renée James, is a relatively small unit within Intel. In 2012, the company reported sales just under $2.4 billion, or about 4.5 percent of revenue. The group reported an $11 million operating loss according to Intel’s latest 10-K filing with the U.S. Securities and Exchange Commission.

Earlier today, Yahoo said it had acquired the trendy and decidedly stylish news reading app Summly, along with its telegenic and very young entrepreneur Nick D’Aloisio.

Yahoo said it plans to close down the actual app and use the algorithmic summation technology that the 17-year-old D’Aloisio built with a small team of five, along with a major assist from Silicon Valley research institute SRI International, throughout its products.

While Yahoo did not disclose the price, several sources told me that the company paid $30 million — 90 percent in cash and 10 percent in stock — to buy the London-based Apple smartphone app.

And despite its elegant delivery, that’s a very high price, especially since Summly has been downloaded slightly less than one million times since launch — after a quick start amid much publicity over its founder — with about 90 million “summaries” read. Of course, like many such apps, it also had no monetization plan as yet.

What Yahoo is getting, though, is perhaps more valuable — the ability to put the fresh-faced D’Aloisio front and center of its noisy efforts to make consumers see Yahoo as a mobile-first company. That has been the goal of CEO Marissa Mayer, who has bought up a range of small mobile startups since she took over nine months ago and who has talked about the need for Yahoo to focus on the mobile arena above all.

Mayer met with D’Aloisio, said sources, although the deal was struck by voluble M&A head Jackie Reses.

Said one person close to the deal, about the founder: “Nick will be a great person to put in front of the media and consumers with Mayer to make Yahoo seem like it is a place that loves both entrepreneurs and mobile experiences, which in turn will presumably attract others like him.”

Having met the young man in question, who was in San Francisco in the fall on a fundraising trip, I can see the appeal. He’s both well-spoken and adorkable, as well as very adept at charming cranky media types like me by radiating with the kinetic energy of someone born in the mobile world (you can see that in full force in the video below with actor and Summly investor Stephen Fry).

Still, D’Aloisio is very young and presumably has a lot of other entrepreneurial goals and that’s why he agreed as part of the deal to only officially stay 18 months at Yahoo, multiple sources told me. In many cases, startup founders strike such short-term employment deals with big companies, agreeing to stay for a certain determined time period.

He will also remain in England, where he lives with his parents, said sources. In addition, only two of Summly’s employees will go to Yahoo with D’Aloisio.

That’s $10 million each, along with a nifty app Yahoo will not be using as is (too bad, as it would up the hip and fun factor of Yahoo’s apps by a factor of a gazillion if it were maintained).

“It works out on a lot of levels,” said another person close to the situation. “Nick is a founder that will make Mayer and Yahoo look cutting edge.”

Cue the parade of PR profiles of the young genius made millionaire, helping Yahoo become relevant again.

I have an email for comment into the always friendly D’Aloisio. But I don’t expect a reply, since he has apparently been specifically instructed by the martinets of Yahoo PR not to talk to me any longer — well, for 18 months at least! (Don’t worry, Nick, I don’t blame you and will still listen to whatever you are pitching next, since you are so dang compelling and I enjoyed using Summly!)

Until then, here’s the faboo Summly video, with the best chairs ever:

Summly Launch from Summly on Vimeo.

Yahoo has bought Summly, the mobile news reader app founded by a young British entrepreneur.

In a statement, the London-based company said it had bought the tiny outfit, which will close its app. The price was not disclosed (although I will try to find out soon enough). But the company had been seeking additional funding recently at a big valuation, in stark contrast to its small size (less than one million downloads), staff (five) and business model (zero revenue).

(Update: Sources tell me Yahoo paid just about $30 million for Summly, mostly in cash, with 10 percent in stock, for three employees.)

AllThingsD.com reported in December that Yahoo was looking closely at the startup, with CEO Marissa Mayer meeting with its founder Nick D’Aloisio. As we noted then, Yahoo was aiming at trendy mobile “acq-hires” to give the sleepy Silicon Valley Internet giant some sizzle and improve its moribund mobile offerings.

Mayer has been buying up a range of similar small mobile startups, largely for their teams of talented and innovative engineers. And, at a recent employee meeting, its M&A head Jackie Reses said the Silicon Valley company was looking at two significant purchases and a half-dozen smaller ones.

Said Yahoo: “Founder Nick D’Aloisio and the Summly team are joining Yahoo! in the coming weeks. While the Summly app will close, we will acquire the technology and you’ll see it come to life throughout Yahoo!’s mobile experiences soon. We’re not disclosing purchase price or other terms of the deal.”

Yahoo mobile head Adam Cahan wrote a blog post about the deal, as did D’Aloisio, who also tweeted news of it:

@summly has signed an agreement to be acquired by Yahoo!! Excited for the next chapter of Summly! Thanks to all who have supported me.

— Nick D’Aloisio (@nickdaloisio) March 25, 2013

News readers have been getting snapped up of late. CNN acquired Zite for $20 million in 2011, while we reported that LinkedIn was in the midst of buying Pulse for upwards of $50 million.

The 17-year-old D’Aloisio created the high-profile news reading app, which garnered much attention in the last year in the mobile space, which is probably what attracted Yahoo to it.

As I wrote:

D’Aloisio — who looks like he could easily be a member of One Direction if this tech thing did not work out — is perhaps a perfect storm for Yahoo, which is seeking to show that it can attract innovative, young entrepreneurs to the company, while also looking to strengthen its nearly bare mobile cupboard.

Summly is all that and a bag of (fish and) chips, with a very slick app for the Apple iPhone that has become one of the more popular in the App Store since it was re-launched last month. The company has said it has been downloaded 500,000 times.

It deserves the attention, as it is a pleasure to use — think an even hipper version of Flipboard with some more sass. The handsomely designed app summarizes news stories — all using a natural language processing algorithm — in only a few sentences and in under 400 characters. Users can then swipe through topics and stories quickly and click in to be directed to the full story on the original news site.

Summly originally started as a prototype app called Trimit, which soon garnered attention and seed funding from Hong Kong billionaire Li Ka-Shing’s investment firm. In no time, it had a range of other investors, ponying up about $1.5 million, including trendy ones like Ashton Kutcher and tech types like Zynga’s Mark Pincus, Automattic’s Matt Mullenweg and Airbnb’s Brian Chesky.

Since then, it has been striking content deals, including with News Corp. (which owns this site) and others, which seem to be attracted by its investor pedigree, its solid technology and — perhaps most of all — its media-darling founder.

To get an idea of the adorable hip factor involved, here’s a really clever video D’Aloisio did with actor Stephen Fry, who is also an investor in the startup:

Summly Launch from Summly on Vimeo.

Carl Icahn, in a letter you can read below, is offering as much as $15 a share for about $2 billion worth of the company. His offer includes a $5 billion equity commitment, and another $2 billion in additional financing on top of shares already owned. Icahn made a significant purchase said to amount to as much as 6 percent of Dell’s shares outstanding earlier this month.

Blackstone is leading a group that includes Insight Venture Partners and Francisco Partners in offering at least $14.25 a share for Dell. Current shareholders would be allowed to hold their current stakes subject to caps, and those remaining shares would continue to be traded on the Nasdaq exchange.

One interesting observation about the Blackstone offer: Insight Venture Partners was involved earlier this year in a bidding war with Dell over the software company Quest. Insight had sought to take Quest private, but Dell stepped in with an offer during its go-shop process, and ultimately outbid Insight. It’s kind of ironic that Insight is teaming up with Blackstone to make an offer for Dell at the close of its own go-shop process.

Here’s Dell’s original statement, which includes the letters from Blackstone and Icahn:

Dell Special Committee Receives Two Alternative Acquisition Proposals in “Go-Shop” Process

ROUND ROCK, Texas–(BUSINESS WIRE)–
The Special Committee of the Board of Dell Inc. (DELL) today announced that the “go-shop” period provided for in the merger agreement between the company and entities owned by Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, and investment funds affiliated with Silver Lake Partners, has elicited two alternative acquisition proposals. One proposal was submitted by a group affiliated with a private equity fund managed by Blackstone and the other by entities affiliated with Carl Icahn. Both proposals are attached.
The Special Committee, consisting of four independent and disinterested directors, has determined, after consultation with its independent financial and legal advisors, that both proposals could reasonably be expected to result in superior proposals, as defined under the terms of the existing merger agreement. Therefore, each of the Blackstone and Icahn groups is an “excluded party” and the Special Committee intends to continue negotiations with both.
The Special Committee also noted that Michael Dell has confirmed to the Committee his willingness to explore in good faith the possibility of working with third parties regarding alternative acquisition proposals.
Alex Mandl, Chairman of the Special Committee, said, “We are gratified by the success of our go-shop process that has yielded two alternative proposals with the potential to create additional value for Dell shareholders. We intend to work diligently with all three potential acquirers to ensure the best possible outcome for Dell shareholders, whichever transaction that may be.”
Pursuant to the existing merger agreement, subject to certain requirements, the Special Committee has the right to terminate the agreement in order to accept a superior proposal. The Special Committee has not determined that either the Blackstone proposal or the Icahn proposal in fact constitutes a superior proposal under the existing merger agreement and neither is at this stage sufficiently detailed or definitive for such a determination to be appropriate. There can be no assurance that either proposal will ultimately lead to a superior proposal. While negotiations continue, the Special Committee has not changed its recommendation with respect to, and continues to support, the company’s pending sale to entities controlled by Michael Dell and Silver Lake Partners.
Prior to entering into the existing merger agreement, the Special Committee undertook a rigorous process, over a period of more than five months, to evaluate Dell’s risks, opportunities, and strategic alternatives. These alternatives included continuing with or modifying the company’s existing business plan, implementing a leveraged recapitalization, changing the dividend policy, and potentially selling all or parts of the business.
As a result of that process, the Special Committee unanimously determined that the sale of the company at a premium would be the best alternative for stockholders, and negotiated aggressively to ensure that stockholders receive the highest possible value, including securing provisions for a robust “go-shop” process. The result was that a number of strategic and financial parties entered into confidentiality agreements with the company and Blackstone and Icahn submitted proposals.
The price of $13.65 per share in cash to be paid pursuant to the existing merger agreement provides value certainty at a 37% premium to the average price for the 90 days before rumors of the transaction surfaced. The Committee noted that the Silver Lake Partners raised its bid six times by a total of approximately $4 billion, or over 20%, during the course of negotiations.
Subject to applicable laws and regulations, the Special Committee undertakes no obligation, to provide updates or make further statements regarding the proposals received from Blackstone or Icahn, any revised proposals that may be received from either of them or the status of discussions with either of them, unless and until a definitive agreement is reached or such discussions are terminated.
The alternative acquisition proposals received from Blackstone and Icahn follow here:
BLACKSTONE PROPOSAL
Boulder Acquisition Corp.
c/o Blackstone Management Partners L.L.C.
March 22, 2013
STRICTLY PRIVATE AND CONFIDENTIAL
Special Committee of the Board of Directors of Dell Inc.
One Dell Way
Round Rock, Texas 78682
Attention: Alex Mandl, Presiding Director

Re: Acquisition Proposal and Request for Designation as “Excluded Party”

Dear Mr. Mandl:
On behalf of Boulder Acquisition Corp. (“AcquisitionCo”), Blackstone Management Associates VI L.L.C. (in its capacity as general partner of Blackstone Capital Partners VI L.P.), Francisco Partners III, LP, Insight Venture Management, LLC and each of their respective affiliates, affiliated funds and limited partners (all such persons and entities, together with AcquisitionCo, being collectively referred to herein as the “Investor Group”), we hereby submit this Acquisition Proposal and request prompt designation of the Investor Group as an Excluded Party, as such terms are defined in the Agreement and Plan of Merger by and among Dell Inc., a Delaware corporation (“Dell”), and the Parent Parties (as defined therein) dated as of February 5, 2013 (the “Merger Agreement”).
Thank you for allowing us the access to management and data that we needed to complete a preliminary review of the Dell business. We believe there is significant upside in the Dell businesses, we see significant upside in the value of Dell’s shares, and our proposed transaction structure (described below) will deliver significantly greater value to your shareholders than the value agreed to in the Merger Agreement.
As a result, we would like to proceed in the process to acquire Dell and hereby submit, in accordance with the terms of the Merger Agreement, this Acquisition Proposal. Subject to confirmatory due diligence and negotiation of a mutually agreeable merger agreement (which we expect to include substantially similar terms and conditions as the Merger Agreement, other than certain changes to mechanical provisions required to implement the structure of our Acquisition Proposal as described below), we are prepared to enter into a definitive agreement to acquire Dell in a leveraged recapitalization transaction where shareholders could choose to receive either all cash or stock (subject to a cap), in each case valued in excess of $14.25 per share, representing a Superior Proposal to the $13.65 cash purchase price agreed to in the Merger Agreement.
We are prepared to invest the time and resources necessary to complete a transaction along an expedited timeline, and we would contemplate providing drafts of a definitive transaction agreement (which will include financing commitment letters), along with our more detailed proposal as soon as possible following the completion of satisfactory due diligence.
KEY FEATURES OF OUR PROPOSAL
Our Acquisition Proposal contemplates a leveraged recapitalization transaction with the following features:
Shareholders who wish to receive cash will have the opportunity to receive greater than $14.25 in cash per share for all of their shares.
Shareholders who wish to participate in the ongoing upside of the company will have the opportunity to remain as shareholders and receive shares (subject to a cap) valued in excess of $14.25, which shares would continue to be publicly traded on the Nasdaq.
Our proposed transaction would have several important benefits for Dell shareholders:
Higher price per share for shareholders electing to receive cash
Shareholder friendly structure, with the ability to choose cash or stock
Leveraged upside for shareholders who elect to remain as shareholders
FINANCING
We intend to fund the transaction using a combination of equity and debt financing, in addition to Company cash and cash equivalents. We plan to invest equity amounts in excess of those new equity amounts contemplated by the Merger Agreement to facilitate the proposed transaction.
Based on discussions with equity co-investors, certain strategic partners, and debt financing sources, we are highly confident that financing can be arranged, which will include comparable debt sources and structures as the existing deal. We are currently working with Morgan Stanley & Co LLC (“Morgan Stanley”) as our lead debt financing source to prepare financing, and have had discussions with other debt financing sources that have indicated a strong interest to finance our Acquisition Proposal. We have received from Morgan Stanley a “highly confident” letter related to our ability to raise the required debt financing for this transaction. Upon designation of the Investor Group as an Excluded Party we expect to finalize discussions with other financing sources on an expedited basis. Additionally, at the time of execution of definitive agreements with respect to our proposal, we expect to provide binding financing commitments from debt and equity financing sources in the form customary for a transaction of this type.
We have held discussions with some of Dell’s largest shareholders, and we anticipate inviting them, certain of Dell’s other shareholders and certain other strategic and financial partners to participate in the transaction as part of our group. We would also expect to encourage (but would not require) the MD Investors (as defined in the Merger Agreement) to participate in our transaction by rolling over equity held by the MD Investors.
TIMING
We have significant experience structuring and consummating transactions of this nature, and we believe we can complete our due diligence review and negotiate the terms and conditions of a Superior Proposal (as defined in the Merger Agreement) quickly during the next phase of the process. Given our due diligence to date, we anticipate that the remaining due diligence would focus on key business, accounting, legal and regulatory matters and could be completed quickly, assuming full cooperation of Dell and its advisors. As part of this process, we would expect to have full access to the senior management team of Dell, certain other key employees, Dell’s independent accountants and Dell’s records, financial and operating data and material agreements (including the schedules attached to the Merger Agreement).
We are committed to continuing to pursue a transaction on the terms herein, which we believe will provide a more compelling value proposition to Dell and its shareholders than currently provided under the Merger Agreement. We believe that this proposal meets all applicable requirements under the Merger Agreement to enable the Special Committee to determine that the Investor Group is an Excluded Party in accordance with the Merger Agreement. Due to the considerable time commitment and uncertainty of outcome, we will continue our due diligence and work toward providing a definitive proposal, only upon receipt of written confirmation from the Special Committee of the Board of Directors that the Investor Group has been determined to be an Excluded Party in accordance with the Merger Agreement.
GENERAL
The proposal contained in this letter constitutes an indication of our interest in pursuing a transaction and does not constitute a binding offer, agreement or agreement to proceed with the transaction or to otherwise make a binding offer or agreement at any point in the future.
This indication of interest is submitted by us for review and consideration by the Special Committee of the Board of Directors of Dell on a confidential basis, and the existence of our discussions and this letter (other than such disclosure obligations outlined in the Merger Agreement) shall be kept strictly confidential in accordance with the terms of that certain letter agreement by and between Blackstone Management Partners L.L.C. and Dell, dated February 22, 2013.
This letter shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof.
This proposal will expire at 5:00pm (NY time) on March 28 if you fail to provide the written confirmation discussed above prior to such time.
Please do not hesitate to contact any of the team members listed below with any questions.
Sincerely Yours,
BOULDER ACQUISITION CORP.
By: /S/
Name: Chinh E. Chu
President

Blackstone Management Partners L.L.C.

Chinh E. Chu
David Johnson
Senior Managing Director
Senior Managing Director

Morgan Stanley & Co. LLC

Robert A. Kindler

Vice Chairman

Kirkland & Ellis LLP

David Fox
Daniel Wolf
Partner
Partner

cc: Evercore Group L.L.C

ICAHN PROPOSAL
Carl C. Icahn
Icahn Enterprises LP
767 Fifth Avenue
Suite 4700
New York, New York 10153
March 22, 2013
Special Committee of the Board of Directors of Dell Inc.
Dell Inc.
One Dell Way
Round Rock, Texas 78682
James B. Lee, Vice Chairman
JPMorgan Chase
270 Park Avenue
New York, New York 10017
William O. Hiltz
Naveen Nataraj
Evercore Partners
55 East 52nd Street
New York, New York 10055
Jeffrey J. Rosen
Michael A. Diz
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
Re: Acquisition Proposal for Dell Inc. (“Dell”)
Dear Members of the Special Committee of the Board of Directors of Dell and Advisors:
On February 5, 2013, Dell entered into a merger agreement (the “February 5 Merger Agreement”) with certain entities affiliated with Silver Lake Partners and Michael S. Dell. Capitalized terms not otherwise defined in this letter shall have the meanings ascribed to such terms in the February 5 Merger Agreement. Section 5.3 of the February 5 Merger Agreement provides, among other things, that Dell, its Subsidiaries and its Representatives have the right to initiate, solicit, encourage and receive Acquisition Proposals with respect to Dell up to the No-Shop Period Start Date. This Acquisition Proposal, which is detailed below, is being delivered, as contemplated by the February 5 Merger Agreement, by Icahn Enterprises LP, and Carl C. Icahn, prior to the No-Shop Period Start Date.
Icahn Enterprises LP
We believe that you will agree that Icahn Enterprises is well able to provide the $1 billion cash equity capital (in addition to its existing $1 billion stock position in Dell), and that Mr. Icahn and his affiliates other than Icahn Enterprises are well able to provide the additional $3 billion cash equity capital, contemplated in this Acquisition Proposal, which constitutes an aggregate $5 billion equity commitment. In this regard we invite you to examine the public filings of Icahn Enterprises and to meet with us regarding any additional questions you may have. Further, we have excellent relationship with numerous large banking institutions and we are confident that we would be able to obtain the debt financing contemplated in our proposal. Although we are well known for the performance of our investment activities, over time we have found that our greatest returns have come from the control and ownership of portfolio companies. For example, in May 2012, Icahn Enterprises purchased a controlling interest in CVR Energy, Inc. (‘‘CVR’’) for an aggregate purchase price approximately $2 billion. As of March 11, 2013, based on the closing sale price of CVR stock and distributions since Icahn Enterprises acquired control, we had a gain of over $2 billion on our purchase of CVR.
Currently, the portfolio companies owned or controlled by Icahn Enterprises and Mr. Icahn include among others, the following:

Name
Holdings
Date of Initial Investment
CVR Energy, Inc. 82% 2011
Tropicana Entertainment Inc. 67% 2008
West Point Home 100% 2004
Federal Mogul Corporation 78% 2001
Viskase Companies Inc. 70% 2001
XO Holdings 100% 2001
PSC Metals 100% 1998
American Railcar Industries Inc. 55% 1994
ACF Industries 100% 1984

The Acquisition Proposal For Dell
As you know, on March 10, 2013 Icahn Enterprises entered into a confidentiality agreement with Dell and commenced due diligence in support of an Acquisition Proposal. On March 13, 2013, Jefferies LLC (“Jefferies”), as a representative of Icahn Enterprises, entered into a confidentiality agreement with Dell and commenced due diligence in support of an Acquisition Proposal. Further, on and after February 8, 2013, Southeastern Asset Management Inc. (“Southeastern”) has publicly disclosed its desire to remain a shareholder of Dell, rather than participate in the merger contemplated by the February 5 Merger Agreement and has suggested that the merger be recast as a transaction under which Dell shareholders are provided with the opportunity to elect to continue to hold Dell shares or receive cash, at their option. T. Rowe Price has similarly opposed the February 5 Merger Agreement. For purposes of this proposal, Icahn Enterprises assumes that Southeastern and T. Rowe Price and other larger holders would, if provided the opportunity, support the proposal set forth below and agree to the matters set forth in the fourth bullet item of the proposal set forth below.
We hereby propose that we and Dell engage in the following merger transaction (the “Proposed Merger”, and the surviving company of the Proposed Merger, the “Surviving Company”):
Dell will obtain transaction funding composed of the following:
$2.0 billion investment ($1 billion by Icahn Enterprises and $1 billion by Carl C. Icahn and his affiliates other than Icahn Enterprises) for the purchase of common shares of the Surviving Company (in addition to the shares currently owned by Icahn Enterprises and its affiliates) at a price of $15 per share, resulting in an additional 133 million shares being issued by the Surviving Company. As contemplated in the fifth bullet item below, Mr. Icahn and his affiliates other than Icahn Enterprises, are willing to commit an additional $2 billion of cash equity financing, for an aggregate $5 billion total equity commitment to this Acquisition Proposal.
$7.4 billion of cash currently available at Dell.
$1.712 billion in new factoring receivable facility (total factoring receivable facility of $3.0 billion).
$5.218 billion in new debt.
We understand that this Proposed Merger contemplates less total leverage on the Surviving Company than under the February 5 Merger Agreement.
In connection with the Proposed Merger, Dell shareholders will be entitled to elect to receive either: (x) shares of the Surviving Company on a one-to-one basis with their current holdings; or (y) an aggregate of up to $15.65 billion in cash (the “Payment Funding”) payable at a rate of $15 per share. If the Payment Funding is fully utilized this would result in 1.043 billion shares (58.1% of the current outstanding) being subject to the Proposed Merger. If shareholders electing to receive cash exceed the maximum number of shares that may be acquired with the Payment Funding, then such elections will be accepted on a pro rated basis. If electing shareholders are insufficient to utilize all of the Payment Funding, then the balance will be distributed to all of the remaining shareholders of the Surviving Company as a special dividend (the “Special Dividend”).
In addition to the Payment Funding, Icahn Enterprises anticipates that Dell would be required to pay the breakup fee under the February 5 Merger Agreement of $180 million, and that Dell would incur other deal fees and expenses in the Proposed Merger of approximately $500 million, for a maximum aggregate use of funds of approximately $16.33 billion.
Neither Icahn Enterprises (which together with its affiliates, currently owns approximately 80 million shares of Dell), Southeastern (which publicly reports ownership of approximately 146.5 million shares of Dell), T. Rowe Price (which publicly reports ownership of approximately 82 million shares of Dell), nor other large holders that so agree (collectively with Icahn Enterprise, Southeastern, and T. Rowe Price, the “Rollover Holders”), would be eligible to elect to receive cash or shares in the Proposed Merger, but rather their existing common stock position in Dell would rollover into the Surviving Company. Rollover Holders would receive the Special Dividend, if any.
Pursuant to the Proposed Merger, if all eligible existing Dell shareholders elect to receive cash, then approximately 58.1% of the currently outstanding Dell shares would be subject to the Proposed Merger and following the completion of the Proposed Merger, Icahn Enterprises and its affiliates would own 24.1% of the outstanding shares of the Surviving Company; Southeastern and its affiliates would own 16.6% of the outstanding shares of the Surviving Company; T. Rowe Price and its affiliates would own 9.3% of the Surviving Company and the remaining public shareholders would own 50% of the shares of the Surviving Company. The opportunity exists to increase the number of shares cashed out by non-Rollover Holders in the Proposed Merger, if the large holders agree with Icahn Enterprises to become Rollover Holders. Further, Mr. Icahn and his affiliates other than Icahn Enterprises would be willing to commit (in addition to the equity investment provided for in the first bullet item above) an additional $2 billion of equity capital in cash, in the event that Southeastern, T. Rowe Price or other existing large Dell shareholders do not agree to become Rollover Holders.
Closing is anticipated to occur in July 2013.
This proposal contemplates the negotiation, execution and delivery of a definitive agreement (the “Definitive Agreement”) containing the terms and conditions set forth herein, together with covenants, representations, warranties and indemnification provisions which are satisfactory to both parties (including, if so requested, limits on the election of merger consideration) and which are typical and standard in a transaction of this nature.
This letter is a non-binding proposal. Neither Icahn Enterprises, Mr. Icahn, their respective affiliates, officers or directors or representatives, have, nor will this proposal letter or any discussions or communications among the parties, create or constitute, any offer, obligation, contract, commitment or duty of any kind or character, to engage in, negotiate or enter into or complete a transaction. Only a Definitive Agreement executed and delivered by the parties thereto, shall be binding upon the parties.
We look forward to proceeding with negotiations as promptly as possible and are prepared, together with Jefferies, to commit the resources to develop a Definitive Agreement with you. In addition, we look forward to receiving your confirmation that the Special Committee has concluded that our proposal is or could reasonably be expected to result in, a Superior Proposal.
Very truly yours,
/S/
Carl C. Icahn

Icahn Enterprises LP
By: Icahn Enterprises GP Inc., its general partner
By: Carl C. Icahn, Chairman of the Board
Forward-looking Statements
Any statements in these materials about prospective performance and plans for the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generally.
Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in the materials represent our views as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10–K for the fiscal year ended February 1, 2013, which was filed with the SEC on March 12, 2013, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company will file with the SEC and furnish to the Company’s stockholders a proxy statement and other relevant documents. Stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed merger.
Investors will be able to obtain a free copy of documents filed with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn: Investor Relations, (512) 728-7800, investor_relations@dell.com.
The Company and its directors, executive officers and certain other members of management and employees of the Company may be deemed “participants” in the solicitation of proxies from stockholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the proposed merger, and their direct or indirect interests, by security holdings or otherwise, which may be different from those of the Company’s stockholders generally, will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company’s executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended February 1, 2013 and in its definitive proxy statement filed with the SEC on Schedule 14A on May 24, 2012.

And here’s something else to calm your nerves: Our Top 10 stories from the week of Mar. 4:

1.) White House: It’s Time to Legalize Cellphone Unlocking

2.) Yahoo CEO Marissa Mayer Gets a Million-Dollar Bonus After Six Months on the Job

3.) YouTube’s Show-Me-the-Money Problem

4.) IBM Makes a Big Bet on OpenStack in the Cloud

5.) What Could Apple Buy With Its $137 Billion? About 18 Homes Each for Every Yahoo to Not Work At, and More!

6.) Former Top Yahoo Ad Exec Sues Yahoo, Accusing It of Trying to “Cheat” Him Over Acquisition Compensation

7.) Heads Turn as Microsoft Shows Off 3-D Scanning Techniques

8.) Loose Lips: Yahoo M&A Head Told Employees Company Looking at Two “Significant” and a Half-Dozen Small Buys

9.) The Disappearing Interface

10.) Why Google Thinks Two Music Subscription Services Are Better Than None

For more of the week in review, you should follow us on Facebook and Twitter.

Lost in the sauce of the national work-from-home debate of last week that engulfed all things Yahoo, was a fascinating tidbit that several employees passed on to me from a recent Friday FYI meeting at its Silicon Valley HQ.

At the gathering, CEO Marissa Mayer talked briefly about the new telecommuting arrangements for some staffers, including the controversial new work-from-home memo that HR head Jackie Reses had issued that day.

But when Reses — who also wears another corporate hat as head of M&A at Yahoo — spoke she mentioned to the crowd that Yahoo was working on two “significant” acquisitions and about six smaller talent “acqhires.”

“It was kind of odd to telegraph it in such a big forum,” said one employee of Reses’ comments at the meeting in late February.

The revelation was unusual, to be sure, but perhaps not a surprise, given the recent run-up in Yahoo stock, its healthy cash position and, most of all, its need to add meaningful growth to the current efforts at turnaround.

And while some of its recent buys have been interesting and focused on improving its moribund mobile efforts, they have also been very small. And, as one high-ranking exec there told me, they “don’t move the needle in the way we need to in bringing in senior talent or loads of users or serious revenue.”

Indeed, while Yahoo shares have benefited greatly from the impressive performance by Alibaba Group in China, which is clearly on a roll, many think that showing actual improvement in its core business will be critical in the months ahead.

While making changes to Yahoo’s homepage and email, as well as cutting products, has been done, it is not yet clear what the impact is; the changes are aimed more at holding on to consumers rather than exciting them with new offerings.

Yahoo could also create its own new products to wow the masses, but that has been harder for it over the years. (Remember Livestand? Yeah, not so much.) In any case, an innovation infusion of such a large magnitude will take some time, given Mayer has to get the right people into place to do so.

Thus, a big purchase of an exciting new company with prominent leadership seems more likely than not and sooner than later. While Mayer has not articulated her vision for the new Yahoo in anything more than general ways, what she buys will say a lot.

Thus, sources said that Yahoo has been looking at a range of such acquisitions, in a number of categories such as advertising tech, mobile monetization and, of course, consumer “daily delight,” which is a phrase Mayer has used a lot.

It would be bold if Mayer went all out and made a mega-buy that would shake up the competitive landscape. My first choice for that is Pinterest, the scrapbooking phenom that was just valued at $2.5 billion in a new funding round. Mayer has also shown a lot of interest in blogging superstar Tumblr, while at both Google and Yahoo, as well as Foursquare, the well-known location app. Of course, there is also the troubled gaming giant, Zynga.

All are very pricey and would face rival interest, but such a move would be akin to Facebook’s billion-dollar blockbuster purchase of Instagram. Many now think that was prescient and cheap, given how important mobile photos are to the current digital ecosystem.

The list of possible big deals goes on: Hulu (which needs a tasty content element to make sense) as a video play; Millennial Media or Jumptap for mobile advertising; Quora for social answers; Flipboard for social media consumption; Rubicon or PubMatic, for ad targeting; and many more.

But all of those begin at the billion-dollar or more range and I have checked with a number of these and come up peanuts. Still, there are a whole lot of choices for Mayer and Yahoo in the $200 million to $500 million price range.

Here, Yahoo has the financial strength to make at least two of these significant purchases that Reses mentioned, as well as developing a much better reputation for Yahoo to keep real talent interested.

As one prominent startup exec, who had told me he never would consider selling to Yahoo in the past, said recently: “They are no longer complete losers, although Facebook and Google and Apple and Amazon are still cooler.”

Hey, it’s a compliment, even if it’s a back-handed one, so it will be interesting to see who finds Yahoo cool enough.

Exitround founder Jacob Mullins

In a way, the site is a natural companion to the oh-so-many many crowdfunding platforms, startup accelerators, and sites like AngelList that help would-be entrepreneurs get their first boost off the ground. (I guess that means Exitround will bring them back to earth.)

Exitround makes introductions between early-stage startups and the M&A folks at potential acquirers. It’s specifically aimed at arranging “acqhires” where startup founders and employee teams join larger companies who want their talent and tech chops.

This is what’s known as a “soft landing” for a company that doesn’t have enough success to raise more money or become self-sustaining.

At this point, Exitround is just a four-month-old side project for a junior venture capitalist, so there’s no reason to get too worked up about the prospect of tech M&A becoming so commodified that it further encourages the creation of crappy built-to-flip companies. (Though you might want to keep that criticism in your back pocket if this site starts taking off.)

Exitround founder Jacob Mullins — by day, a senior associate at Shasta Ventures — said that the site will weed out applicants by only accepting companies that have previously raised money from professional investors or established startup incubators. It will also keep company information anonymized until serious introductions are made.

That was a point that IBM CEO Ginni Rometty made today in remarks at the company’s investors day in San Jose, Calif. IBM is known for making numerous acquisitions over the years, a recent example being StoredIQ.

What does IBM look for in an acquisition? Rometty boiled it down to three questions the company asks before every deal: “Does it extend a capability we have? Does it have scalable intellectual property? Can we extend it to 173 countries around the world?”

In a perhaps not-so-veiled shot at rival Hewlett-Packard, given its combined $16 billion in write-downs on the acquisitions of EDS and Autonomy last year, Rometty said IBM feels strongly that “companies get in trouble when they acquire something that takes them into a new space.”

But just as important to Big Blue’s success in recent years has been its decisions to get out of certain businesses. Examples include the PC business, which it sold to Lenovo in 2004, and, more recently, its retail point-of-sale business, which it sold to Japan’s Toshiba last year.

“Over the last decade, we have divested $15 billion worth of revenue,” Rometty said. “If we had not, we would be a larger company, but we would also be a lesser-margin company, and we would have capabilities that our clients would be less interested in.”

Rometty also said that IBM expects to continue its big bets on technologies like Big Data and analytics. “Data will be the basis of competitive advantage for every company, for every industry in the coming decade.”

To that end, she said that IBM now expects revenue from business analytics to account for as much as $20 billion in annual revenue by fiscal 2015. The prior target was $16 billion. And if Big Blue hits that goal it would amount to a doubling of analytics revenue from 2010.

Well-known digital media exec Zander Lurie has been hired by former Yahoo exec Ross Levinsohn to become one of his key lieutenants at Guggenheim Digital Media.

Lurie will be an EVP there, where he will help manage and grow the new heavily funded digital unit of Guggenheim Partners, whose current media assets include Billboard, the Hollywood Reporter, Adweek, the Clio Awards, Film Expo Group and the digital extensions for Dick Clark Productions.

Lurie was most recently an exec at CBS, including as SVP of strategic development, where he worked on a number of key digital initiatives. He was CFO and head of business development for CBS Interactive and also worked on M&A at its CNET tech news unit. Lurie left the media giant in May.

“The opportunity to join Guggenheim Digital Media and work alongside Ross was a no-brainer,” wrote Lurie to me in an email. “We have high-quality, trusted brands in the portfolio and an appetite to grow our position in the premium content/video landscape.”

Expect more acquisitions now that the deal-making Lurie is joining the deal-making Levinsohn and there’s a pile of dough to spend.

Lurie is the first significant hire by Levinsohn, who became CEO of GDM last month. He had been interim CEO of Yahoo, but lost that job when the Silicon Valley Internet giant hired former Google exec Marissa Mayer.

Michel Protti, who worked with Levinsohn at Yahoo as his chief of staff, is also joining GDM as SVP. Before Yahoo, Protti worked at McKinsey & Company.

To do so, the Japanese-based company acquired San Francisco-based OpenFeint and established a U.S. headquarters in the same city. It then purchased Funzio, a mobile game developer, to help make hit games for the platform. In all, it spent $300 million.

But now the company is pulling back on its plans — just a bit.

While Gree is a massive entity in Japan, with $2 billion in annual revenue, its efforts in North America so far have produced much less. The company does not always break out revenue, but in August, it reported that sales in the U.S. totaled $16.9 million in the second quarter.

In the conclusion of a two-year spending spree, Gree announced in December that it was rethinking its platform ambitions and laid off about 25 members of its platform team to focus on mobile game development. I caught up with Anil Dharni, Funzio founder and Gree’s SVP of its studio operations, in San Francisco last week, to better understand where the the company is headed.

Here are some highlights from the conversation:

Why did Gree shut down OpenFeint in the U.S.? Does it no longer believe in the ability to build a network where players can discover games and other people to play with (a.k.a, a mobile platform like Facebook)?

Anil Dharni: We acquired OpenFeint two years ago, when Gree wanted to get into the U.S. It was working with a slew of indie developers, and over the past two years, we learned about the publishing business and the platform business. We’ve solidified our position with developers, so we didn’t need the platform team [in the U.S.] and moved production back to Japan.

So, what’s the status of the platform in the U.S.?

Dharni: It’s just being developed in Japan. It’s in beta [in the U.S.] today. Our learnings from the process is that we don’t want to have a me-too publishing strategy. We have to offer more, like game analytics, consulting, push notifications, game mechanics, etc. We are not ready to release those capabilities today, but we think we can bring it altogether.

The transfer of the platform development to Japan led to the elimination of 25 jobs in the U.S. How many employees do you have today?

There are 400 employees in the San Francisco offices, Dharni said, which are directly across the street from AT&T Park. The company has also opened a Canadian studio in Vancouver, where it has 10 employees. Both offices are hiring.

Crime City is one of the company’s oldest titles (launched in August 2010), and it continues to be in the Top 50 highest-grossing apps today. How does it continue to attract players?

“A lot of people talk about shorter lifespan of games on mobile than on Facebook,” Dharni said. But by working with his Japanese counterparts, they’ve been able to learn how to retain users for longer periods of time and increase the user base. It has required them to release more content and new mechanics inside of the games to keep people coming back.

How is hard-core being defined on mobile?

The more strategy-based the game is, the more hard-core it is, he said. “It means a smaller audience that monetizes better.” Genres may include first-person shooters, role-playing and card games (a popular category in Japan that challenges players to collect a deck of cards by completing a number of mini games). Dharni said that more developers have become focused on hard-core as the cost to acquire a player on mobile has gone up, since they can deliver a return on investment over a longer period of time.

As games become more hard-core, is the cost of developing a game going up?

No, it hasn’t, Dharni said, but the amount of time it takes to launch a game has gotten longer. “We used to launch games without events and other mechanics and then layer them in later. Now, they are included from the time of beta, which means testing the games out for a long time in either Canada or Australia.”

Is Android catching up to the iPhone in terms of revenue?

It is, if you aren’t successful on the iPad, Dharni said. But if you are, then Android is not competitive yet.

Britely will be shutting down on Feb. 18, according to the company’s blog post.

For a year or so now, the daily deals provider has been busy acquiring companies to bulk up the engineering and tech talent in its Palo Alto, Calif., offices. So far, its efforts have resulted in the launch of several services, such as an online calendar system, a loyalty program, mobile payments and point-of-sale software.

Terms of the MashLogic deal were not disclosed, but most of Groupon’s acquisitions in the space so far have not been large enough to require the public company to disclose them. Two recent purchases include Glassmap last month, and CommerceInterface in December.

In the blog post today, the Britely team writes: “Like all startups, our aspiration has always been to have a major impact on the world, and with Groupon, we see a real opportunity to make a significant improvement in people’s everyday lives.”

The acquisition was noticed first by PandoDaily.

The U.K.’s Financial Reporting Council announced the investigation today in a statement on its website. This would make it the second regulatory body in the U.K. — the first is the Serious Fraud Office — to begin investigating the company. Correction: Actually not true. While HP has reported its findings to the UK’s Serious Fraud Office, that agency has never confirmed an investigation. The U.S. Department of Justice is also said to be investigating Autonomy’s books. HP alleged last year that Autonomy had used accounting tricks to inflate its value.

HP paid north of $11 billion for the company in 2011, then turned around and wrote down about $5 billion of its value as part of a larger $8.8 billion write-down announced in the fall. It was the second of two significant write-downs at HP during 2012, the first being the $8.9 billion write-down for the IT services firm EDS, acquired in 2008.

The council said it will investigate Autonomy’s accounting statements for the period between Jan. 1, 2009, and June 30, 2011. HP announced the deal to acquire Autonomy on Aug. 18 of that year.

The regulator is responsible for, in its words, “promoting high quality corporate governance and reporting to foster investment,” and also sets corporate governance and accounting standards in the U.K.

Together, the two will be rebranded as nCrowd, and will be headquartered out of Atlanta. 

There are two remarkable aspects to this transaction, even though nCrowd will still only be a fraction of the size of Groupon or LivingSocial.

First is that the two companies represent a total of 19 acquisitions combined, representing a significant percentage of the overall number of deals that have taken place in the U.S. Second is that this deal was able to get done at all, given the current state of the industry.

Over the past year, Groupon has become a clear winner in the space, despite thousands of startups trying to challenge it. Groupon’s staying power, in part, proves that while the coupon business was easy to replicate, it isn’t easy to scale. And even at Groupon’s scale, it still struggles.

Thus, finding a buyer has become increasingly difficult for those that remain in business.

For instance, in 2011, 63 daily deal companies were acquired, but last year, that number dropped to 28, according to 451 Research, which tracks mergers and acquisitions in the space. So far this year, only one deal has closed (that was for Totsy buying the assets of Mamasource).

The last notable deal was when Chase Bank purchased San Francisco-based Bloomspot for $35 million in December.

Even with the acquisition of CrowdSavings by Half Off Depot, the combined entity will still have a minuscule footprint. All told, nCrowd will have two million registered users who are signed up to receive daily emails in 17 markets. The company employs 70 people, who serve locations that are mostly in the South and Midwest, including Atlanta, Tampa, Jacksonville and Kansas City.

Half Off Depot bought CrowdSavings for about 6.5 million shares and about $1.5 million in cash, according to sources familiar with the transaction.

“We compete with Groupon, but we used to compete with 600 daily deals sites. There aren’t that many left anymore compared to how it used to be,” said Brian Conley, CEO of nCrowd (previously of Half Off Depot).

Conley said the four-year-old company has been able to stay afloat by expanding beyond daily deals to social commerce, which means assisting merchants with running Facebook contests and helping them to improve customer retention.

I first talked to Chad Jaquays, CEO of Crowdsavings.com, a year and a half ago, when his company was considered the most active acquirer in the daily deals space — in fact, it was so acquisitive that he built a page on the company’s website announcing, “We Buy Deal Sites.”

Many of the deals were tiny, costing Jaquays roughly $100,000 to $400,000 apiece. He was interested in acquiring more subscribers, but he also took other factors into consideration, like how many of those subscribers had purchased a deal before. In all, he purchased 15 companies, and now he’s found someone interested in buying his own.

The next logical question is, what’s the end goal? Will nCrowd ever get to Groupon’s scale?

Conley isn’t disillusioned.

“Who knows what the future holds,” he said. “I will make no prognostications as to whether we can beat the fastest-growing company ever. But we do feel like we have a unique value proposition for the merchants. Once it is well-understood, this thing could take off.”

Acme is based in Bedford, Mass. Oracle’s purchase gets it into the business of selling gear for things like videoconferencing and IP calling. Acme sells both to service providers and to the enterprise.

All in, the deal is worth about $2 billion, but comes in at $1.7 billion net of Acme’s cash, which stood at $363.4 million at the end of its most recent quarter.

It’s Oracle’s first acquisition of 2013. Last year it made 11 acquisitions, the biggest of which was Taleo, the maker of human-resources software that runs in the cloud, for which it paid $1.9 billion.

Using a combination of shares he already owns and personal cash, Dell will, according to most reports on the deal, nudge his ownership stake north of 50 percent. Silver Lake Management and Microsoft are also said to providing some of the financing, though the role of the software giant is, as The Wall Street Journal reported, still under discussion. Reuters reports that the deal could be announced as early as Monday.

Dell has been trying mightily to transform itself from the PC maker that no one could compete with in the 1990s to an IT hardware, software and services company. Shareholders have not been forgiving, and, in their defense, as analyst Shaw Wu recently observed in a research note to clients, Dell has spent about $13 billion on enterprise-related acquisitions since 2008, a recent highlight being the $2.4 billion deal for Quest Software; still, about 70 percent of its revenue remains tied to PCs sold both to consumers and to businesses plus ancillary products that are closely tied to PCs (printers, monitors and so on). That’s down from a much higher percentage early last decade, but turning the corner has been slow, and progress has come in fits and starts.

Meanwhile, the PC market has been in a state of decline, leaving Dell in a rush to replace slowing revenue growth in that space with other things. While the idea to transform Dell into an enterprise-focused company has merit, the PC business has been contracting so quickly that the changes aren’t having the desired effect on the shares.

Michael Dell talked about the strategy in an interview with AllThingsD in July. In that conversation, I asked him whether he thought shareholders tended not to give the company credit for the transformation strategy, and thus valued the company unfairly. His answer:

“Some shareholders get it and some of them don’t. That’s how markets work. Most who have looked at it carefully say this is the right thing to be doing. They quibble about some of the smaller points, but they see the larger logic of what we’re doing and our job is to keep doing it.”

Now it looks like he’s going to do it without the bother of having to report to shareholders.