Dell to be taken private by Michael Dell, Silver Lake at $13.65 per share

theflyonthewall.com

Dell (DELL) announced it has signed a definitive merger agreement under which Michael Dell, Dell’s founder and CEO, in partnership with investment firm Silver Lake, will acquire Dell. Under the terms of the agreement, Dell stockholders will receive $13.65 in cash for each share of Dell common stock they hold, in a transaction valued at approximately $24.4B. The buyers will acquire for cash all of the outstanding shares of Dell not held by Mr. Dell and certain other members of management. The Dell board acting on the recommendation of a special committee of independent directors unanimously approved a merger agreement. The merger agreement provides for a so-called "go-shop" period, during which the Special Committee – with the assistance of Evercore Partners – will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. The initial go-shop period is 45 days. A successful competing bidder who makes a qualifying proposal during the initial go-shop period would bear a $180M termination fee. For a competing bidder who did not qualify during the initial go-shop period, the termination fee would be $450M. Following completion of the transaction, Mr. Dell, who owns approximately 14% of Dell’s common shares, will continue to lead the company as CEO and will maintain a significant equity investment in Dell by contributing his shares of Dell to the new company, as well as making a substantial additional cash investment. The transaction will be financed through a combination of cash and equity contributed by Mr. Dell, cash funded by investment funds affiliated with Silver Lake, cash invested by MSD Capital, a $2B loan from Microsoft, rollover of existing debt, as well as debt financing that has been committed by BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets, and cash on hand. There is no financing condition. The transaction is expected to close before the end of Q2 of Dell's FY14.

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