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.

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.

Oracle said in a statement that the growth of smart mobile devices — iPhones and iPads, as well as Android phones and tablets and the like — have exponentially boosted data traffic on networks. That has created a need for service providers to better manage the new traffic loads on their networks, while also deploying new services that can make money. Tekelec’s control software is already in use by more than 300 service providers around the world.

Additionally, Oracle said it will combine Tekelec’s capabilities with those of Acme Packet, which it acquired earlier this year for $1.7 billion.

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.

Fusion-io, charter member of AllThingsD’s Flash Madness club, creator of flash-memory based insert cards that turn ordinary servers into super-fast data-crunching machines, today announced an acquisition.

The target is an obscure British software firm called ID7. Its speciality is software that allows storage systems to talk to interface technologies. But here’s why this deal is important: ID7 is also a major contributor to the open-source software project called SCST.

If you’re creating any kind of sophisticated storage scheme for a computer running Linux — which is pretty much anyone these days — you’re using SCST. That includes a lot of Fusion-io’s rivals, among them storage giant EMC, as well as its partners like IBM and Hewlett-Packard. SCST is basically a must-have whenever you talk storage, and ID7 is the biggest contributor to it. What it means is that everyone doing anything in the area of storage, or working toward any kind of software-defined storage scheme, will have to deal with Fusion-io.

Financial terms are not being disclosed, but ID7′s team of software developers will join Fusion-io immediately.

In the filing, HP discloses that it has been told by the Serious Fraud Office in the United Kingdom that the SFO has opened an investigation into the allegations that HP has leveled at Autonomy, the British software company for which it paid about $11 billion in 2011, only to write down its value by $5.5 billion in 2012.

HP had previously said it had reported its findings to the SFO, but this constitutes the first official disclosure that an investigation by that agency is under way.

It further explains a report by the Daily Mail last week, saying that Mike Lynch, Autonomy’s founder and former CEO who is at the center of many of the accusations, has hired Reid Weingarten of Steptoe & Johnson as his defense lawyer. Weingarten is know for having represented filmmaker Roman Polanski and Enron executive Richard Causey.

It also makes the SFO the second regulatory body in that country to have Autonomy in its sights. Last month the U.K.’s Financial Reporting Council launched its own probe into the matter. The U.S. Department of Justice has been investigating it since last fall.

Here’s what HP says about it:

Autonomy-Related Legal Matters
Investigations. As a result of the findings of an ongoing investigation, HP has provided information to the U.K. Serious Fraud Office, the U.S. Department of Justice and the SEC related to the accounting improprieties, disclosure failures and misrepresentations at Autonomy that occurred prior to and in connection with HP’s acquisition of Autonomy. On November 21, 2012, representatives of the U.S. Department of Justice advised HP that they had opened an investigation relating to Autonomy. On February 6, 2013, representatives of the U.K. Serious Fraud Office advised HP that they had also opened an investigation relating to Autonomy. HP is cooperating with the three investigating agencies.

RELATED POSTS:

• More From Mike Lynch: HP’s Autonomy Accusations Are Getting Weaker
• Mike Lynch Punches Back at Today’s HP Filing: Whither $5B Writedown?
• HP Confirms DOJ Is Investigating Alleged Fraud in Autonomy Deal
• Yes, There Are Layoffs Pending at HP’s Autonomy Unit in the U.K.
• Former HP CEO Shifts Blame for Autonomy Deal to Chairman
• Dell Passed on Autonomy Before HP Bought It
• Why Mike Lynch Is Playing PR Hardball With HP
• Autonomy Founder Lynch Asks Board to Explain HP Allegations
• Autonomy Founder Lynch Blames Accounting Standards in HP Flap
• The Red Flags That Were Obvious — To Some — In the HP-Autonomy Deal
• Oracle’s Ellison Vindicated in Autonomy PR Flap by HP’s $8.8 Billion Writedown
• Autonomy Founder Mike Lynch Rejects HP Charges, Alleges Mismanagement
• What Exactly Happened at Autonomy?
• HP Explains Its $8.8 Billion “Oops”
• HP Beats Street Amid Sales Declines, Takes $8.8 Billion Charge
• HP Names Microsoft Exec Robert Youngjohns to Run Autonomy
• Search Under Way at HP for Autonomy’s Next Chief
• Autonomy’s Mike Lynch Talks About Being HP’s Speedy Tiger Cub (Video)
• Britain’s First Software Billionaire Now Reports to HP CEO Meg Whitman
• Oracle Launches Exalytics Machine, Probably Ending Spat With Autonomy
• Autonomy: When All Else Fails, Blame the Bankers
• Mike Lynch to Oracle: Oh, You Mean Those Slides
• Oracle: You Have a Very Bad Memory, Mr. Lynch
• HP Reportedly Close to $10 Billion Buyout of Autonomy, PC Unit Spinoff
• Will Oracle and Microsoft Bid on Autonomy?

Icahn stepped into the fray last week, announcing that he had acquired a stake amounting to about 6 percent of Dell shares.

Dell shares rose by 1 percent in premarket trading to $14.30 a share as of a few minutes before 9 am ET.

In a letter to Dell’s board, which was made public in a filing with the U.S. Securities and Exchange Commission, Icahn had argued that the company’s plan to sell itself to founder and CEO Michael Dell and private equity firm Silver Lake Management at $13.65 a share “significantly undervalues” the company.

Icahn proposed instead that Dell pay shareholders a special dividend of $9 per share that would be paid for by a combination of cash on hand and additional debt. The letter came as Evercore Partners, a Dell adviser, has been running a “go shop” process, under which it is seeking alternative offers. Dell’s rivals Hewlett-Packard and Lenovo have both taken advantage of that process in order to get a look at Dell’s books.

Dell’s board of directors confirmed what CNBC first reported yesterday in a filing with the U.S. Securities and Exchange Commission that contains the letter that Icahn sent, and which you can read below.

In the letter, Icahn argues that the proposal to buy shareholders out at a price of $13.65 a share “substantially undervalues” the company. Instead, Icahn proposes that in the event that the proxy vote to go private fails — and there’s a good chance that it will — the company would pay shareholders a special dividend of $9 a share, to be financed by a combination of existing cash on hand, receivables and debt.

If the board refuses the proposal, Icahn intends to fight: Submit a new slate of directors who would be committed to implementing the special dividend. Icahn would then provide as much as $5.25 billion in bridge loans, should they be needed.

Icahn also threatens “years of litigation” in the event the go-private deal does go through.

In response, the special committee of Dell’s board handling the go-private business said in the filing that it is running a “go-shop” process to seek out third parties who might make a better offer. Yesterday, Bloomberg News reported that Hewlett-Packard, Lenovo and private equity fund Blackstone are using that go-shop process to kick Dell’s tires and get a look at Dell’s books, but that an alternative bid is unlikely from them.

Here’s what Dell’s special committee had to say about Icahn’s approach:

“The Special Committee is currently conducting a robust ‘go-shop’ process to determine if there are third parties interested in proposing alternative transactions that could be superior for Dell’s public shareholders to the going-private transaction — and we welcome Carl Icahn and all other interested parties to participate in that process. Evercore Partners, an independent financial advisor to the Special Committee, is actively soliciting third parties to determine their potential interest and is incentivized to find a superior proposal if one exists.

The process will run through March 22, 2013, after which negotiations will continue if a potentially superior proposal emerges. Our goal is to secure the best result for Dell’s public shareholders — whether that is the announced transaction or an alternative.”

And here’s Icahn’s letter:

Icahn Enterprises L.P.
March 5, 2013
Board of Directors
Dell Inc.
One Dell Way
Round Rock, Texas 78682

Attn.: Laurence P. Tu
Senior Vice President, General Counsel and Secretary
Re: Agreement and Plan of Merger, dated as of February 5, 2013
(the “Going Private Transaction”).

Dear Board Members:

We are substantial holders of Dell Inc. shares. Having reviewed the Going Private Transaction, we believe that it is not in the best interests of Dell shareholders and substantially undervalues the company.

Rather than engage in the Going Private Transaction, we propose that Dell announce that in the event that the Going Private Transaction is voted down by shareholders, Dell will immediately declare and pay a special dividend of $9 per share comprised of proceeds from the following sources: (1) $4.26 per share, or $7.4 Billion, from available cash as proposed in the Going Private Transaction, (2) $1.73 per share, or $3 Billion, from factoring existing commercial and consumer receivables as proposed in the Going Private Transaction, and (3) $4.26, or $5.25 Billion in new debt.

We believe that such a transaction is superior to the Going Private Transaction because we value the proforma “stub” at $13.81 per share using a discounted cash flow valuation methodology based on a consensus of analyst forecasts. The “stub” value of $13.81 combined with our proposed $9.00 special dividend gives Dell shareholders a total value of $22.81 per share, representing a 67% premium to the $13.65 per share price proposed in the Going Private Transaction. We have spent a great deal of time and effort in determining the $22.81 per share value and would be pleased to meet with you to share our analysis and to understand why you disagree, if you do.

We hope that this Board will agree to adopt our proposal by publicly announcing that the Board is committed to implement our proposal if the Going Private Transaction is voted down by Dell shareholders. This would avoid a proxy fight.

However, if this Board will not promise to implement our proposal in the event that the Dell shareholders vote down the Going Private Transaction, then we request that the Board announce that it will combine the vote on the Going Private Transaction with an annual meeting to elect a new board of directors. We then intend to run a slate of directors that, if elected, will implement our proposal for a leveraged recapitalization and $9 per share dividend at Dell, as set forth above. In that way shareholders will have a real choice between the Going Private Transaction and our proposal. To assure shareholders of the availability of sufficient funds for the prompt payment of the dividend, if our slate of directors is elected, Icahn Enterprises would provide a $2 billion bridge loan and I would personally provide a $3.25 billion bridge loan to Dell, each on commercially reasonable terms, if that bridge financing is necessary.

Like the “go shop” period provided in the Going Private Transaction, your fiduciary duties as directors require you to call the annual meeting as contemplated above in order to provide shareholders with a true alternative to the Going Private Transaction. As you know, last year’s annual meeting was held on July 13, 2012 (and indeed for the past 20 years Dell’s annual meetings have been held in this time frame) and so it would be appropriate to hold the 2013 annual meeting together with the meeting for the Going Private Transaction, which you have disclosed will be held in June or early July.

If you fail to agree promptly to combine the vote on the Going Private Transaction with the vote on the annual meeting, we anticipate years of litigation will follow challenging the transaction and the actions of those directors that participated in it. The Going Private Transaction is a related party transaction with the largest shareholder of the company and advantaging existing management as well, and as such it will be subject to intense judicial review and potential challenges by shareholders and strike suitors. But you have the opportunity to avoid this situation by following the fair and reasonable path set forth in this letter.

Our proposal provides Dell shareholders with substantial cash of $9 per share and the ability to continue as owners of Dell, a stock that we expect to be worth approximately $13.81 per share following the dividend. We believe, as apparently does Michael Dell and his partner Silver Lake, that the future of Dell is bright. We see no reason that the future value of Dell should not accrue to ALL the existing Dell shareholders — not just Michael Dell.

As mentioned in today’s phone call, we look forward to hearing from you tomorrow to discuss this matter without the need for us to bring this to the public arena.

Very truly yours,
Icahn Enterprises L.P.
By: Carl C. Icahn
Chairman of the Board

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.

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.

There have been layoffs and changes in the reporting structure of Yammer’s marketing department, according to reports in TechCrunch and Business Insider. Neither are sitting well with remaining Yammer employees.

Cue Salesforce CEO Marc Benioff, whose company had several times come under sometimes humorous, sometimes withering criticism from Yammer before the acquisition. His reaction to the reports? He invited laid-off Yammer workers to send him their resumes and maybe come work for him.

And of course he did it via Twitter.

Attention this weeks laid off Yammer employees: Salesforce is Hiring! Please send me your CV at salesforce.com”>ceo@salesforce.com. http://t.co/pmCP9U5j

February 10, 2013 1:05 pm via Twitter for iPhoneReplyRetweetFavorite

@Benioff

Marc Benioff

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.

Intucell was founded in 2008 and is backed by about $9 million $6 million in venture capital investments from Bessemer Venture Partners. It specializes in enabling wireless cell towers to communicate with each other, and uses software to expand and shrink their wireless cells on a real-time, as-needed basis to avoid service disruptions for users where wireless phone traffic is crowded. It also allows wireless networks to repair themselves.

AT&T was an early Intucell customer and has deployed its technology throughout its footprint of wireless infrastructure.

The deal fits with Cisco in two ways. First, Intucell does business with wireless service providers that are part of Cisco’s bread-and-butter business. Second, it brings some software capabilities to the table that are fundamentally similar to the software-defined networking paradigm that has Cisco and other networking companies so excited these days. The idea is basically this: Software controls can define and dynamically control the size and configuration of a network, rather than swapping out hardware.

“We believe management and optimization software for networks is increasing in importance and the acquisition reflects Cisco’s desire to add more software-oriented capabilities,” ISI analyst Brian Marshall wrote this morning in a short note to clients on the deal.

Cisco shares fell slightly on the news and were trading at $20.80 by mid-morning. The shares are up 39 percent from their 52-week low of $14.96, reached in August.

Sources familiar with the matter say that Violin has acquired GridIron Systems, a company that specializes in accelerating applications that run in data centers. The deal will be announced on Monday, but financial terms won’t be disclosed.

Chatter about the acquisition first emerged on the blog of Philippe Nicolas, a French expert on the storage market and head of product strategy at Scality. He wrote on Jan. 10 that GridIron had reached a deal to be acquired, but didn’t name a buyer. He estimated the purchase price at between $200 million and $300 million.

It’s Violin’s third acquisition. The last one was the assets of Gear6 in 2010, and before that, the acquisition of the original Violin Memory stream of intellectual property. Violin is taking on about 20 employees from GridIron, and will use its intellectual property in its own storage-array products. The deal brings Violin’s total headcount to about 450.

GridIron Systems was founded in 2007, and had been backed by investments from Mohr Davidow, Foundation Capital and Trinity Ventures. It had raised about $30 million in capital.

Violin was reported to have filed for an IPO in October, but did so under the Jumpstart Our Business Startups Act, so the related filings with the U.S. Securities and Exchange Commission aren’t available to the public. Last year, it raised about $80 million at an implied valuation of $800 million in a Series D round from GE Asset Management; Toshiba, the Japanese chip and electronics maker; and networking company Juniper Networks, as well as Highland Capital and SAP Ventures, the investment arm of German software giant SAP.

Dow Jones just reported minutes ago that HP is receiving “expressions of interest” from potential buyers. But according to sources familiar with the matter, HP receives such incoming interest on a regular basis.

However, the normal flow of incoming interest, these sources say, has picked up in recent weeks in the wake of two developments. First, the rumors, since confirmed, that HP rival Dell is in advanced talks to go private in a leveraged buyout, spurred additional interest, primarily from other technology companies as well as private equity firms, in buying either unit or both. “Dell has everyone in a tizzy,” one source said.

The second and more important development is new language found in HP’s most recent 10-K filing with the U.S. Securities and Exchange Commission, first sniffed out by Bloomberg News, saying the company continues to “evaluate the potential disposition of assets and businesses that may no longer help us meet our objectives.”

That language, sources say, was inserted in the latest filing at the insistence of HP’s lawyers and doesn’t reflect Whitman’s view, which she has reiterated often, that HP will remain intact as a single entity. The sources stressed that Whitman’s view on this is unchanged: Her turnaround plan calls for every significant business unit inside HP to remain part of HP.

The sources also said that recent rumors suggesting that HP had quietly set up “working teams” to assess the sale of certain assets are not true.

“We get incoming on this sort of thing almost every day. We may even take some calls or meetings, but every time the answer is the same: No,” one source told me.

Whatever the case, HP shareholders like the rumor: HP shares rose nearly 4 percent to $17.15 on the news.

NetSuite called it SuiteCommerce, and it has turned out to be a pretty big deal. In fact, one of its key partners was a smallish company called Retail Anywhere that specializes in point-of-sale terminals and software. Retail Anywhere had decided to build its next generation of POS terminals using SuiteCommerce. Retail Anywhere had created the popular Retail Anywhere point-of-sale app for Apple’s iOS devices. The two companies went to market jointly, and the result was a surprise for at least one of them. “We crushed them with demand,” NetSuite CEO Zach Nelson told me.

Today, NetSuite announced that it has bought Retail Anywhere. Financial terms aren’t being disclosed, because it’s not material to NetSuite’s finances. Nelson told me that NetSuite and Retail Anywhere had 30 joint customers, but that among its existing customer base, there are 500 companies who consider themselves retailers that could could take advantage of the combined offering. And there are thousands of existing Retail Anywhere customers — the company has been around for 28 years — who will get exposed to NetSuite.

One thing that’s not staying, Nelson said, is the point-of-sale hardware. “We’re going to get out that business,” he said. Eventually, he said, in-store retail will look a lot more like e-commerce. “More and more, you’re seeing sales reps walking around stores with iPads, swiping credit cards,” he says.

And things like that are having an effect on shoppers’ attitudes. A Deloitte survey conducted during the 2012 holiday season found that retailers who had several touchpoints through which to engage with a consumer had a 71 percent greater chance of selling to them than those who relied only on the old-school brick-and-mortar approach. What it means is that stores who can reach a customer both online and in person are more likely to sell to them. And that means you need to unify the experience. Pricing and inventory, for example, need to be in sync.

NetSuite is due to report earnings on Feb. 4 later this month. Analysts expect it to report a four-cent-per-share profit on sales of about $83 million, and for it to close its fiscal 2012 with about $307 million in sales. NetSuite shares rose at the open this morning by about 30 cents on the news, to $70.65. The shares rose by more than 66 percent in 2012.

Clearwire said the Dish offer amounts to only a preliminary indication of interest, and that while it intends to hold discussions with Dish, its ability to enter into strategic transactions is limited by its current relationship with Sprint.

Sprint, which is in the process of being bought out by the Japanese investment firm Softbank for about $20 billion, last month offered to buy out the remaining shares of Clearwire for $2.97 a share. That offer valued Clearwire at about $10 billion, including $5.5 billion worth of debt and spectrum lease obligations.

Sprint’s reaction to Dish’s offer has been to call it “illusory,” inferior to its own offer and “not viable” based on its existing commitments to Sprint.

It seems Charlie Ergen, the founder and chairman of Dish Network, will have a great deal to talk about at our D: Dive Into Media conference on Feb. 11-12 in Laguna Niguel, Calif.

Turns out, it was also among the few events global tech investment bankers had to fight over this year.

Outside of Facebook’s $16 billion offering, the tech world’s deal activity dropped across the board this year. Global mergers and acquisition volume in the industry slid 10% from the prior year to $198 billion and follow-on offerings dropped 31% to $16.2 billion, according to Dealogic.

Read the rest of this post on the original site »