Reverse termination fees are typically seen in private equity transactions and not in strategic deals, unless there is a lot of regulatory risk. If Dell is able to get the money and still chooses to terminate the deal, the reverse termination fee increases to $6.0 billion. If you hold the Dell Technologies’ Class C common stock in your name (versus through a stockbroker) please contact Dell Technologies’ transfer agent: American Stock Transfer & Trust Co. If Dell terminates the EMC-Dell merger because it cannot get financing, it will owe EMC $4 billion. There are reverse termination fees, as well. If EMC terminates the deal during the go-shop period, the termination fee drops to $2 billion. If EMC terminates the deal because it has an alternative transaction, it will owe Dell $2.5 billion. This agreement has a number of termination fees, and investors should take a close look at the merger agreement and understand the terms of the transaction. Go-shop provisions were typical in private equity deals before the financial crisis but had more or less disappeared. This means for the first two months EMC is allowed to discuss a merger with another interested suitor. There will never be an end to the opportunities for organic growth and strategic external investment as long as innovation remains core to being successful in business and IT. The US Securities and Exchange Commission’s approval of the proxy statementĮMC’s filing of a PNR (premerger notification report) to comply with the Hart–Scott–Rodino Antitrust Improvements ActĪny other foreign antitrust approvals (disclosed in the Company Disclosure Schedule, which is not public)ĮMC has a 60-day go-shop provision, which allows it to solicit other bids. As a roughly 80B entity, Dell+EMC will need more than just one source and method of innovation. The following conditions need to be satisfied in order for the Dell-EMC deal to close: The two stocks have different characteristics and are not fungible. primarily stock options, and, in specific circumstances, restricted stock and. Shareholders will not be able to deliver VMware tracking stock when the deal closes to offset their VMW short position.

Shareholders will receive $24.05 in cash and 0.111 shares of newly issued VMware (VMW) tracking stock. The total transaction value of the EMC-Dell merger is close to $67 billion if you include cash and assumed debt. EMC Bought by Dell in a Blockbuster MergerĪs we saw in the first part of this series, Dell is buying EMC (EMC) for a combination of cash and stock.

Emc stock emoloyee options dell