- China regulatory approval clears way to
complete transaction to combine Dell and EMC
- New company to begin operating as Dell
Technologies following close of the transaction
Dell Inc. and EMC Corp. (NYSE: EMC) today announced that they
intend to close the transaction to combine Dell and EMC on
Wednesday, September 7, 2016. Dell Technologies, the name of the
new combined company, will begin operating immediately following
the close of the transaction.
Today’s announcement follows regulatory approval of the Dell and
EMC transaction by China’s Ministry of Commerce (MOFCOM), which has
granted clearance for the companies’ proposed combination. MOFCOM
approval was the final regulatory condition to closing the
transaction. EMC shareholders approved the transaction on July 19,
with approximately 98 percent of voting EMC shareholders casting
their votes in favor of the merger, representing approximately 74
percent of EMC's outstanding common stock.
“This is an historic moment for both Dell and EMC. Combined, we
will be exceptionally well-positioned for growth in the most
strategic areas of next generation IT including digital
transformation, software-defined data center, converged
infrastructure, hybrid cloud, mobile and security,” said Michael
Dell, chairman and CEO of Dell Technologies. “Our investments in
R&D and innovation, along with our 140,000 team members around
the world, will give us unmatched scale, strength and flexibility,
deepening our relationships with customers of all sizes.”
“I am proud of everything we’ve built at EMC – from humble
beginnings as a Boston-based startup to a global, world-class
technology company with an unyielding dedication to our customers,”
said Joe Tucci, chairman and chief executive officer of EMC. “The
combination of Dell and EMC creates a new powerhouse in the
industry – providing the essential technology for the
next era in IT.”
At closing, EMC shareholders will receive $24.05 per share in
cash in addition to a newly issued tracking stock linked to a
portion of EMC’s economic interest in the VMware business. Based on
the estimated number of EMC shares outstanding at the close of the
transaction, EMC shareholders are expected to receive approximately
0.111 shares of new tracking stock for each EMC share. Upon close
of the transaction, EMC shares under the ticker symbol “EMC” will
be suspended from trading on the New York Stock Exchange. Shares of
the tracking stock, trading under the ticker symbol “DVMT,” are
expected to begin trading on the New York Stock Exchange on
Wednesday, September 7.
About Dell Technologies
Dell Technologies listens to customers and delivers worldwide
innovative technology, business solutions and services that give
them the power to do more. For more information, visit
www.dell.com.
About EMC
EMC Corporation is a global leader in enabling businesses and
service providers to transform their operations and deliver IT as a
service. Fundamental to this transformation is cloud computing.
Through innovative products and services, EMC accelerates the
journey to cloud computing, helping IT departments to store,
manage, protect and analyze their most valuable asset – information
– in a more agile, trusted and cost-efficient way. Additional
information about EMC can be found at www.EMC.com.
Special Note on Forward-Looking Statements:
Dell Technologies
Statements in this press release that relate to future results
and events are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 and Section 27A
of the Securities Act of 1933 and are based on Dell Technologies’
current expectations. In some cases, you can identify these
statements by such forward-looking words as “anticipate,”
“believe,” “confidence,” “could,” “estimate,” “expect,” “guidance,”
“intend,” “may,” “objective,” “outlook,” “plan,” “project,”
“possible,” “potential,” “should,” “will,” and “would,” or similar
words or expressions that refer to future events or outcomes.
Forward-looking statements in this press release include Dell
Technologies’ expectations regarding the closing date for the
proposed merger with EMC Corporation.
Dell Technologies’ results or events in future periods could
differ materially from those expressed or implied by these
forward-looking statements because of risks, uncertainties, and
other factors that include risks relating to Dell Technologies’
proposed merger with EMC Corporation, including, but not limited
to, the failure to consummate or delay in consummating the proposed
merger; the risk that a condition to closing of the proposed merger
may not be satisfied or that required financing for the proposed
merger may not be available or may be delayed; the risk that a
regulatory approval that may be required for the proposed merger is
delayed, is not obtained, or is obtained subject to conditions that
are not anticipated; risks relating to the trading price of the
Class V Common Stock to be issued by Dell Technologies in the
proposed merger relative to the trading price of shares of Class A
common stock of VMware, Inc.; the effect of the announcement of the
proposed merger on Dell Technologies’ relationships with its
customers, operating results, and business generally; and adverse
changes in general economic or market conditions. Other risks,
uncertainties, and factors that could affect Dell Technologies’
results or events in future periods include competitive pressures;
Dell Technologies’ reliance on third-party suppliers for products
and components, including reliance on single-source or
limited-source suppliers; Dell Technologies’ ability to achieve
favorable pricing from its vendors; weak global economic conditions
and instability in financial markets; Dell Technologies’ execution
of its growth, business and acquisition strategies; the success of
Dell Technologies’ cost efficiency measures; Dell Technologies’
ability to manage solutions and products and services transitions
in an effective manner; Dell Technologies’ ability to deliver
high-quality products and services; Dell Technologies’ foreign
operations and ability to generate substantial non-U.S. net
revenue; Dell Technologies’ product, customer, and geographic sales
mix, and seasonal sales trends; the performance of Dell
Technologies’ sales channel partners; access to the capital markets
by Dell Technologies or its customers; weak economic conditions and
additional regulation; counterparty default risks; the loss by Dell
Technologies of any services contracts with its customers,
including government contracts, and its ability to perform such
contracts at its estimated costs; Dell Technologies’ ability to
develop and protect its proprietary intellectual property or obtain
licenses to intellectual property developed by others on
commercially reasonable and competitive terms; infrastructure
disruptions, cyber-attacks, or other data security breaches; Dell
Technologies’ ability to hedge effectively its exposure to
fluctuations in foreign currency exchange rates and interest rates;
expiration of tax holidays or favorable tax rate structures, or
unfavorable outcomes in tax audits and other tax compliance
matters; impairment of portfolio investments; unfavorable results
of legal proceedings; increased costs and additional regulations
and requirements as a result of Dell Technologies becoming a newly
public company; Dell Technologies’ ability to develop and maintain
effective internal control over financial reporting; compliance
requirements of changing environmental and safety laws; and the
effect of armed hostilities, terrorism, natural disasters, and
public health issues.
This list of risks, uncertainties, and other factors is not
complete. Dell Technologies discusses some of these matters more
fully, as well as certain risk factors that could affect the Dell
Technologies’ business, financial condition, results of operations,
and prospects, in its filings with the Securities and Exchange
Commission, including the prospectus/proxy statement forming part
of Dell Technologies’ Registration Statement on Form S-4
(Registration No. 333-208524) and Dell Technologies’ quarterly
reports on Form 10-Q and current reports on Form 8-K. These filings
are available for review through the Securities and Exchange
Commission’s website at www.sec.gov. Any or all forward-looking
statements Dell Technologies makes may turn out to be wrong, and
can be affected by inaccurate assumptions Dell Technologies might
make or by known or unknown risks, uncertainties, and other
factors, including those identified in this press release.
Accordingly, you should not place undue reliance on the
forward-looking statements made in this press release, which speak
only as of its date. Dell Technologies does not undertake to
update, and expressly disclaims any duty to update, its
forward-looking statements, whether as a result of circumstances or
events that arise after the date they are made, new information, or
otherwise.
EMC Corporation
This communication contains forward-looking information about
EMC Corporation and the proposed transaction that is intended to be
covered by the safe harbor for “forward-looking statements”
provided by the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially from those projected in the
forward-looking statements as a result of certain risk factors,
including but not limited to: (i) the failure to consummate or
delay in consummating the proposed transaction for other reasons;
(ii) the risk that a condition to closing of the proposed
transaction may not be satisfied or that required financing for the
proposed transaction may not be available or may be delayed; (iii)
risk as to the trading price of Class V Common Stock to be issued
by Denali Holding Inc. in the proposed transaction relative to the
trading price of shares of VMware, Inc.’s common stock; (iv) the
effect of the proposed transaction on VMware’s business and
operating results and impact on the trading price of shares of
Class V Common Stock of Denali Holding Inc. and shares of VMware
common stock; (v) the diversion of management time on
transaction-related issues; (vi) adverse changes in general
economic or market conditions; (vii) delays or reductions in
information technology spending; (viii) the relative and varying
rates of product price and component cost declines and the volume
and mixture of product and services revenues; (ix) competitive
factors, including but not limited to pricing pressures and new
product introductions; (x) component and product quality and
availability; (xi) fluctuations in VMware’s operating results and
risks associated with trading of VMware common stock; (xii) the
transition to new products, the uncertainty of customer acceptance
of new product offerings and rapid technological and market change;
(xiii) the ability to attract and retain highly qualified
employees; (xiv) insufficient, excess or obsolete inventory; (xv)
fluctuating currency exchange rates; (xvi) threats and other
disruptions to our secure data centers or networks; (xvii) our
ability to protect our proprietary technology; (xviii) war or acts
of terrorism; and (xix) other one-time events and other important
factors disclosed previously and from time to time in EMC
Corporation’s filings with the U.S. Securities and Exchange
Commission (the “SEC”). Except to the extent otherwise required by
federal securities law, EMC Corporation disclaims any obligation to
update any such forward-looking statements after the date of this
communication.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160830006294/en/
DellMarc Bien, 512-728-0910marc_bien@dell.comorJim Hahn,
512-674-5631jim_hahn@dell.comorEMCDave Farmer,
508-293-7206dave.farmer@emc.com
Global X Funds (NYSE:EMC)
Historical Stock Chart
From Nov 2024 to Dec 2024
Global X Funds (NYSE:EMC)
Historical Stock Chart
From Dec 2023 to Dec 2024
