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
.
Participants in the Solicitation
Dell Technologies and
its directors, executive officers and other members of its management and employees, and Silver Lake Technology Management, L.L.C. and its managing partners and employees, may be deemed to be participants in the solicitation of proxies from the
stockholders of Dell Technologies in favor of the proposed merger and the other transactions contemplated by the merger agreement, including the exchange of shares of Class V common stock of Dell Technologies for shares of Class C common stock of
Dell Technologies or cash. Information concerning persons who may be considered participants in such solicitation under the rules of the SEC, including a description of their direct or indirect interests, by security holdings or otherwise, is set
forth in the aforementioned preliminary proxy statement/prospectus that has been filed with the SEC.
Dell Technologies Inc. Disclosure Regarding
Forward-Looking Statements
This communication 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 to obtain
the requisite stockholder approvals or the failure of VMware 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 containing a preliminary proxy statement/prospectus that has been filed with the SEC as well as its 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.
Marilyn Olson
Senior Director, Global Communications
Strategic Programs &
Operations
Dell | Marketing
mobile +1 619 302 2522
office +1 619 326 8378
Marilyn.Olson@Dell.com
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The updated materials attached to the advisory above is reproduced below.
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Class V Transaction Statement and Background
Updated: October
3, 2018 (updates noted in
red
below)
Definitions:
DVMT stock:
We use the term DVMT stock below to represent the publicly traded stock issued during the EMC merger. It is also known
as
Class V Common Stock, DVMT, the tracking stock and the tracker.
Class
C stock
:
We use the term
Class C stock below to refer to Dell
Technologies Class C Common Stock, which is not publicly traded today.
2