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EMC Shareholders Decisively Approve Dell Merger With 98 Percent In Favor

In a special meeting Tuesday morning, EMC shareholders approved the monster merger. Solution providers said the vote makes the deal more of a reality and allows them to begin thinking about business strategy.

EMC shareholders voted in favor of the company’s acquisition by Dell Inc., with 98 percent of votes representing about 74 percent of outstanding shares cast in favor of the $62.3 billion deal, according to preliminary results.

During a special meeting that lasted slightly more than 10 minutes Tuesday morning, shareholders approved the monster merger, as well as golden parachute payments that would be due to several top EMC execs should they be terminated the day after the deal closes.

Shareholders had the opportunity to discuss each vote, but none did so. EMC is expected to file a final vote tally with the U.S. Securities and Exchange Commission later Tuesday.

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EMC Chairman and CEO Joe Tucci ran the meeting and assured shareholders that ’the whole board worked diligently to make sure the transaction with Dell is fair and provides the best value for your investment.’ He called the process ’focused, robust and rigorous,’ adding that the board had evaluated numerous alternatives to enhance shareholder value and concluded that the merger with Dell ’is by far the best outcome.’

’It has been a tremendous honor for me personally to lead this company,’ Tucci said after preliminary results were announced, praising EMC employees for their ’passion, dedication and hard work.’

The only hurdle left for the merger, the largest in the history of the IT industry, is approval by Chinese anti-trust authorities. Dell Chairman and CEO Michael Dell told CRN recently that the deal is on track to close before the end of October and will probably close before then.

Solution providers said the vote makes the deal seem like more of a reality, and allows them to begin thinking about business strategy.

’We’ve been talking about it for so long, to see it come together now we can start to see what the landscape is going to look like,’ said Paul Neyman, president of Waypoint Solutions, a Houston-based Dell solution provider that recently started working with EMC. ’We’ve been in the sit-and-wait state for so long, to have some real announcements is going to be huge for us. Having an answer means we can make some decisions, we can form a business strategy around EMC data protection, and bringing that on board, as well as Data Domain and Isilon. I think we can position those and some of the newer technologies.’

EMC shareholders receive $24.05 plus 0.111 share of tracking stock issued by Dell’s parent company, Denali Holding. The value of the tracking stock is tied to VMware’s performance. As originally proposed, the deal totaled about $67 billion, but VMware’s fluctuating stock price has brought the value of the deal down to about $62.3 billion.

The merger will create a more-than-$70-billion, global IT industry powerhouse with strong positions in markets from PCs to high-end data centers and cloud computing.


EMC, Hopkinton, Mass., had been under considerable pressure from activist investor Elliott Management to boost shareholder value by breaking up the company’s so-called federation of companies. No investors publicly opposed the merger with Dell.

EMC Monday filed what may be its last quarterly earnings, which showed second-quarter revenue flat with the same period a year prior, and a 19 percent jump in quarterly profit to $581 million on the strength of the company’s all-flash and hyper-convergence product lines.

VMware, which is 80 percent owned by EMC, reported second-quarter revenue of $1.7 billion, an 11 percent year-over-year increase, as well as a 54 percent profit increase to $265 million.

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