![]() If EMC terminates the Merger Agreement, we are required to pay Parent a termination fee of $2.5 billion (or, if EMC terminates for a superior proposal prior to December 12, 2015, the termination fee payable by EMC to Parent will be $2 billion). The Merger Agreement contains specified termination rights for both Parent and EMC, including that, in general, either party may terminate if the Merger is not consummated on or before December 16, 2016. Under the terms of the Merger Agreement, EMC may solicit alternative acquisition proposals from third parties until 11:59 p.m. Should the merge fail, then a termination fee would be payable. The deal is expected to close in mid- 2016. On the other hand, the market is signaling that the deal will not be completed with a payment of $24.05 in cash plus tracking stock. The market is either irrational in the pricing of EMC at $23.98 that include a payment of $24.05 plus tracking stock. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Company common stock, par value $0.01 per share ("Company Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares owned by Parent, Merger Sub, the Company or any of its wholly-owned subsidiaries, and other than shares with respect to which appraisal rights may be properly exercised and not withdrawn) will be cancelled and converted into the right to receive a Tracking Stock Policy Statement to be adopted by Parent's Board of Directors concurrently with the filing of the Parent Certificate (the "Tracking Stock Policy Statement").ĮMC's stock has not performed well since the merger announcement. The total value was estimated to be $33.15. VMware ( VMW) is expected to announce earnings after the market closes Tuesday.ĭell made a bid for EMC on October 12, 2015, that was $24.05 in cash plus tracking stock. Of interest given the conjecture leading up to the deal, Dell has obtained financing for the acquisition through a combination of new equity from Michael Dell, MSD Partners, Silver Lake and Singapore’s Temasek Holdings, along the issuance of new trading stock, new debt and cash on hand.Ī date for the potential finalization for the deal was not given.EMC ( EMC) is expected to release fourth-quarter earnings before the market opens on Wednesday. However, the go-shop provision may be moot, as it would appear that EMC’s board has approved the merger agreement and intends to recommend that the company’s stockholders approve the deal. That means that EMC can shop around between now and when the takeover offer is finalized, presuming it obtains shareholder approval and overcomes any regulatory hurdles in the event EMC find a superior suitor, Dell would have the option of offering more for EMC or walking away from the offer with a discounted breakup fee. “This deal just accelerates that.” Go-shopĪs we reported earlier Monday, it would appear that the takeover may not be final, as Reuters confirms that EMC managed to get a go-shop provision in the takeover offer. is moving,” Chief Executive Officer Michael Dell told The New York Times. “We’re continuing to evolve the company into the most relevant areas where I.T. The tie-up with Dell will naturally provide cross-marketing opportunities across both companies’ product range, particularly at a time post Dell going private in 2013 where the computing giant has swung away from its traditional consumer business base towards catering to the ever growing cloud computing market. Reports that EMC will be subject to a takeover by Dell first became public October 8, although this isn’t the first time both companies have considered a deal with unsuccessful talks having previously occurred in September 2014.ĮMC has faced a number of challenges in recent years, such as severely restricted growth including having reported declining profits in July, with its storage division reporting no growth at all overall EMC grew only two percent between 20, compared to 16 percent between 20. The deal is split into Dell paying $24.05 a share in cash, plus tracking stock for the 80 percent EMC owns in VMware Inc., with an additional $9 for each EMC share (minus VMware), for a total equivalent share price of $33.15, 28 percent above EMC’s closing level on October 7. ![]() The deal has been described by Bloomberg Business as the largest technology acquisition ever, with a deal that values EMC at a staggering $67 billion. ![]() has announced a formal takeover offer for rival cloud computing company EMC Corp.
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