Filed by Dell Technologies Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule
14a-6
of the
Securities Exchange Act of 1934
Subject Company: Dell Technologies Inc.
(Commission File
No. 001-37867)
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The following was posted on an internal blog account of Dell Technologies Inc. on November 15, 2018.
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HEADLINE: Dell Technologies Announces Deal Enhancements for Class V Transaction
On Nov. 15, Dell Technologies
announced
significant deal enhancements for its proposed class V transaction, following extensive investor outreach and
engagement. Dell Technologies has amended its Class V common stock transaction proposal to provide stockholders with an increased
per-share
offer over the initial terms announced this past July, and
revised terms that provide a more robust corporate governance structure and enhanced rights.
The special meeting of stockholders to vote on the proposed
Class V transaction remains scheduled for Tuesday, December 11, at 8:00 a.m. CT.
The amended Class V transaction deal terms are the result
of detailed input from a broad range of Class V stockholders. Major investors, who collectively own approximately 17% of the outstanding Class V common stock as of the October 18 record date, have entered into binding agreements to
vote in favor of the Class V transaction. These stockholders include funds affiliated with Dodge & Cox, Elliott Management, Canyon Partners and Mason Capital Management. We also filed a Form
8-K
disclosure with the U.S. Securities and Exchange Commission (SEC). A supplement to the proxy statement/prospectus will also be filed with the SEC and will be mailed to all Class V stockholders.
In July, we announced a proposal to recapitalize the company through a transaction to retire the VMware tracking stock (DVMT or Class V) and
replace those shares with a mix of newly publicly traded Dell Technologies Class C common stock and cash.
The proposed exchange offers Class V
stockholders a significant and immediate premium, as well as the opportunity to share in the value creation of Dell Technologies in its entirety.
If
consummated, this transaction will help simplify the companys ownership structure, but wont change how we interact with customers or partners, and VMware will remain independent.
All Dell Technologies stockholders as of the close of business on Oct. 18, 2018, are entitled to vote their shares, in person or by proxy at the
December 11 meeting. We began mailing the proxy statement/prospectus to Dell Technologies stockholders on Oct. 23, 2018. The proposed transaction is subject to approval by the majority of the outstanding shares of Class V common stock,
excluding those shares held by affiliates of Dell Technologies, and is expected to close by the end of 2018.
The Special Committee of Dell Technologies
board of directors representing the interests of Class V stockholders unanimously recommends that the Class V stockholders to vote FOR the proposed transaction.
For more details, please refer to
todays press release
and our SEC filings.
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The press release accessible through the link included in the post above is reproduced below:
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Dell Technologies Announces Significant Enhancements to Class V Transaction
ROUND ROCK, Texas, Nov. 15, 2018 /PRNewswire/
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Final per share offer of $120 cash, subject to an increased aggregate cash cap of $14 billion, or
1.5043-1.8130
Class C shares; increases aggregate implied value to Class V stockholders by approximately $2.2 billion
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