ROUND ROCK, Texas, Dec. 11, 2018 /PRNewswire/ --
News summary
- Stockholders vote in favor of Class V transaction
- Holders of more than 61% of Dell Technologies' Class V common
stock, excluding affiliates of Dell Technologies and voting as a
separate class, voted in favor of the transaction
- Votes in favor of the transaction constitute more than 89% of
the Class V shares voted by unaffiliated Class V common
stockholders who cast a ballot
- Transaction is expected to close on December 28, 2018
- Dell Technologies Class C shares expected to begin trading on
the New York Stock Exchange (NYSE: DELL) on December 28, 2018
Full story
Dell Technologies announces that it has received stockholder
approval for the previously announced Class V transaction based on
a preliminary vote tally from the special meeting of stockholders
held earlier today. Dell Technologies will separately file the
final voting results with the Securities and Exchange Commission.
The closing is expected to occur on December
28, 2018, subject to satisfaction of closing conditions, and
Dell Technologies Class C shares are expected to begin trading on
the New York Stock Exchange (NYSE: DELL) on the same day.
Holders of more than 61% of Dell Technologies' Class V common
stock, excluding affiliates of Dell Technologies and voting as a
separate class, voted in favor of the transaction. Votes in favor
of the transaction constitute more than 89% of the Class V shares
voted by unaffiliated Class V common stockholders who cast a
ballot. The transaction also was approved by the holders of Dell
Technologies' outstanding Class A common stock and Class B common
stock, each voting as a separate class, and the holders of Dell
Technologies' outstanding Class V common stock, Class A common
stock, Class B common stock and Class C common stock, voting
together as a single class.
"We appreciate our stockholders' support. With this vote, we are
simplifying Dell Technologies' capital structure and aligning the
interests of our investors," said Michael
Dell, Chairman and CEO, Dell
Technologies. "This strengthens our strategic position, as
we continue to deliver innovation, long-term vision and integrated
solutions from the edge to the core to the cloud. We've created
Dell Technologies to be our customers' most trusted partner in
their digital transformation."
"We believe that Dell Technologies is best positioned to succeed
in today's data-driven economy thanks to the unique collection of
businesses that Michael and his team have assembled and look
forward to remaining long-term investors in the company," said Egon
Durban, Managing Partner and Managing Director of Silver Lake. "It
is exciting to be able to now share the value creation across all
of the businesses and assets of Dell Technologies with public
investors, and we look forward to them joining us on this
journey."
Class V common stockholders must elect the form of consideration
they would like to receive in connection with the Class V
transaction by 5:30 p.m. EST on Friday,
December 21, 2018. Stockholders who own Class V common stock
through a bank, brokerage firm or other nominee should follow the
instructions provided by those entities. The exchange ratio is
dependent on the aggregate amount of cash elections as well as the
aggregate volume-weighted average price per share of Class V common
stock on the New York Stock Exchange (as reported on Bloomberg) for
a period of 17 consecutive trading days beginning on Wednesday, November 28, 2018 and ending on
Friday, December 21, 2018, the date
of the election deadline.
About Dell Technologies
Dell Technologies is a unique family of businesses that provides
the essential infrastructure for organizations to build their
digital future, transform IT and protect their most important
asset, information. The company services customers of all sizes
across 180 countries – ranging from 99 percent of the Fortune 500
to individual consumers – with the industry's most comprehensive
and innovative portfolio from the edge to the core to the
cloud.
Dell Technologies Inc. Disclosure Regarding Forward-Looking
Statements
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The words
"may," "will," "anticipate," "estimate," "expect," "intend,"
"plan," "aim," "seek," and similar expressions as they relate to
Dell Technologies or its management are intended to identify these
forward-looking statements. All statements by Dell Technologies
regarding its expected financial position, revenues, cash flows and
other operating results, business strategy, legal proceedings, and
similar matters are forward-looking statements. The expectations
expressed or implied in these forward-looking statements may not
turn out to be correct. Dell Technologies' results could be
materially different from its expectations because of various
risks, including but not limited to: (i) the failure to consummate
or delay in consummating the proposed transaction, including the
failure of VMware, Inc. to pay the special dividend or any
inability of Dell Technologies to pay the cash consideration to
Class V holders; (ii) the risk as to the trading price of Class C
common stock to be issued by Dell Technologies in the proposed
transaction relative to the trading price of shares of Class V
common stock and VMware, Inc. common stock; and (iii) the risks
discussed in the "Risk Factors" section of the registration
statement on Form S-4 (File No. 333-226618) that has been filed
with the SEC and declared effective, the risks discussed in the
"Update to Risk Factors" section of the supplement to the
definitive proxy statement/prospectus that has been filed with the
SEC, and the risks discussed in Dell Technologies' periodic and
current reports filed with the SEC. Any forward-looking statement
speaks only as of the date as of which such statement is made, and,
except as required by law, Dell Technologies undertakes no
obligation to update any forward-looking statement after the date
as of which such statement was made, whether to reflect changes in
circumstances or expectations, the occurrence of unanticipated
events, or otherwise.
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SOURCE Dell Technologies