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​Sale of the century as Dell agrees to buy EMC for record $US67 billion

“The combination of Dell and EMC creates an enterprise solutions powerhouse..."
Michael Dell - Chairman and CEO, Dell

Michael Dell - Chairman and CEO, Dell

Dell has confirmed plans to acquire EMC and its myriad of businesses, bringing together two titans of the technology industry in a record-breaking US$67 billion deal.

With rumours of a possible merger heightening last week, Dell CEO Michael Dell - who will become chairman and CEO of the new company - has moved quickly to combine two industry powerhouses, creating the world’s largest privately-controlled, integrated technology company in the process.

Expected to close on February 3, 2017, the deal brings together the industry leaders in digital transformation, software-defined datacentre, hybrid Cloud, converged infrastructure, mobile and security.

According to Michael Dell - in unison with MSD Partners and investment firm Silver Lake, Dell will acquire EMC Corporation, while maintaining VMware as a publicly-traded company.

“The combination of Dell and EMC creates an enterprise solutions powerhouse bringing our customers industry leading innovation across their entire technology environment,” says Michael Dell.

“Our new company will be exceptionally well-positioned for growth in the most strategic areas of next generation IT including digital transformation, software-defined datacentre, converged infrastructure, hybrid cloud, mobile and security.

“Our investments in R&D and innovation along with our privately-controlled structure will give us unmatched scale, strength and flexibility, deepening our relationships with customers of all sizes.

“I am incredibly excited to partner with the EMC, VMware, Pivotal, VCE, RSA and Virtustream teams and am personally committed to the success of our new company, our customers and partners.”

Michael Dell believes the combination of Dell and EMC will ensure market leadership in the “extremely attractive high-growth areas” of the US$2 trillion information technology market with complementary product portfolios, sales teams and R&D investment strategies.

The transaction combines two of the world’s biggest technology franchises with leadership positions in servers, storage, virtualisation and PCs and it brings together strong capabilities in the fastest growing areas of the industry, including digital transformation, software-defined data centre, hybrid cloud, converged infrastructure, mobile and security.

Joe Tucci - Chairman and CEO, EMC Corporation
Joe Tucci - Chairman and CEO, EMC Corporation

Since becoming a private company, Michael Dell says Dell has had the “flexibility and agility” to focus completely on customers and invest for long-term results.

“The transaction will unite Dell’s strength with small business and mid-market customers with EMC’s strength with large enterprises to fuel profitable growth and generate significant cash flows,” he adds.

Going forward, both parties believe the combined company will consist of strategically-aligned businesses and incubated high-growth assets, fostering innovation, enabling customer choice and attracting and retaining world-class talent.

“I’m tremendously proud of everything we’ve built at EMC - from humble beginnings as a Boston-based startup to a global, world-class technology company with an unyielding dedication to our customers,” adds Joe Tucci, chairman and chief executive officer, EMC.

“But the waves of change we now see in our industry are unprecedented and, to navigate this change, we must create a new company for a new era.

“I truly believe that the combination of EMC and Dell will prove to be a winning combination for our customers, employees, partners and shareholders.”

VMware

Tucci says VMware will remain a publicly-traded company and continue to provide customers value through leading software-defined datacentre technology, together with its cloud, mobile and desktop offerings.

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For Tucci, this transaction is expected to accelerate VMware’s growth across all of its businesses through “significant synergies” with Dell’s solutions and go-to-market channels, while remaining committed to investing in and partnering with its strong, industry ecosystem.

“We are excited and honoured to invest in the outstanding businesses built by Joe Tucci and his world-class management team,” adds Egon Durban, managing partner, Silver Lake.

“This is an extraordinary opportunity to continue and expand our partnership with the iconic technology entrepreneur Michael Dell and his talented team.

“We believe the strategic integration of EMC and Dell will generate unparalleled depth and breadth across servers, storage, virtualisation and the next era of converged infrastructure, creating a global technology platform poised for sustained long term growth and innovation in the years to come.

“We are doubling down and increasing our investment in this differentiated market leader for the next paradigm of enterprise computing.”

Transaction terms

Under the terms of the agreement, EMC shareholders will receive $US24.05 per share in cash in addition to tracking stock linked to a portion of EMC’s economic interest in the VMware business.

Based on the estimated number of EMC shares outstanding at the close of the transaction, EMC shareholders are expected to receive approximately 0.111 shares of new tracking stock for each EMC share.

The transaction will be financed through a combination of new common equity from Michael S. Dell, MSD Partners, Silver Lake and Temasek, the issuance of tracking stock, as well as new debt financing and cash on hand.

According to Michael Dell, there are no financing conditions to the closing of the transaction.

Michael Dell and related stockholders will own approximately 70 percent of the company’s common equity, excluding the tracking stock, similar to their pre-transaction ownership.

Following completion of the transaction, Michael Dell will lead the combined company as chairman and chief executive officer - Tucci will continue as chairman and chief executive officer of EMC until the transaction closes.

Dell’s headquarters will remain in Round Rock, Texas, and the headquarters of the combined enterprise systems business will be located in Hopkinton, Massachusetts.