As previously announced, Dell Technologies Inc. (Dell) is pursuing a transaction (the Class V transaction) whereby holders of
shares of Class V Common Stock of Dell may elect to receive either shares of Class C Common Stock of Dell or cash, subject to pro ration and the other terms described in the preliminary proxy statement/prospectus contained in the
registration statement on Form
S-4
(File
No. 333-226618),
as amended, filed by Dell with the Securities and Exchange Commission.
Prior to the determination by Dells board of directors (the Board) that the Class V transaction is in the best interests of Dells
stockholders, the Board conducted a comprehensive evaluation of three other distinct business opportunities, including an initial public offering of its Class C Common Stock. The Board continues to believe that the Class V transaction is in the best
interests of Dells stockholders and Dell is proceeding to seek stockholder approval for the Class V transaction. However, as a potential contingency plan in the event that the Class V transaction is not consummated, Dell has met with certain
investment banks to explore a potential initial public offering of its Class C Common Stock. There is no assurance that the Board will determine to proceed with an initial public offering of its Class C Common Stock in the event that the Class V
transaction is not consummated.
No Offer or Solicitation
This communication does not constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the Securities Act), and otherwise in accordance with applicable
law.
Additional Information and Where to Find It
This communication is being made in respect of the proposed merger of a wholly-owned subsidiary of Dell Technologies Inc. (Dell Technologies) with
and into Dell Technologies, with Dell Technologies as the surviving entity, pursuant to which each share of Class V common stock of Dell Technologies will, at the election of the holder, convert into the right to receive shares of Class C
common stock of Dell Technologies or cash, without interest, and each existing share of Class A common stock, Class B common stock and Class C common stock of Dell Technologies will be unaffected by the merger and remain outstanding.
The proposed transaction requires the approval of a majority of the aggregate voting power of the outstanding shares of Class A common stock, Class B common stock and Class V common stock other than those held by affiliates of Dell
Technologies, in each case, voting as a separate class, and all outstanding shares of common stock of Dell Technologies, voting together as a single class, and will be submitted to stockholders for their consideration. Dell Technologies has filed a
registration statement on Form
S-4
(File
No. 333-226618)
containing a preliminary proxy statement/prospectus regarding the proposed transaction with the Securities
and Exchange Commission (SEC). The information in the preliminary proxy statement/prospectus is not complete and may be changed. After the registration statement has been declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to each holder of Class A common stock, Class B common stock, Class C common stock and Class V common stock entitled to vote at the special meeting in connection with the proposed transaction.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS RELATING TO THE TRANSACTION TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. You may get these documents, when available, for free by visiting EDGAR on the SEC Website at www.sec.gov or by visiting Dell Technologies website at http://investors.delltechnologies.com.