ROUND ROCK, Texas -- Dell Technologies announces the successful completion of the Class V transaction following approval of the transaction by its stockholders at a special meeting held on Dec. 11, 2018. Dell Technologies paid $14 billion in cash and issued 149,387,617 shares of its Class C common stock in connection with the Class V transaction. Dell Technologies Class V common stock (NYSE: DVMT) ceased trading prior to the opening of trading on Dec. 28, 2018. Dell Technologies Class C common stock (NYSE: DELL) began trading on Dec. 26, 2018 on a when-issued basis and begins trading today on a regular-way basis on the New York Stock Exchange.
Dell Technologies' simplified corporate structure affords all public stockholders the opportunity to participate in the future value creation of the company through ownership of Dell Technologies Class C common stock, which reflects the entire business and assets of Dell Technologies. Dell Technologies has made significant investments to position the company to achieve sustainable long-term growth and share gain, and to become the leading and essential IT infrastructure company – from the edge to the core to the cloud – both for traditional and emerging IT infrastructure solutions.
"Our world is undergoing a digital transformation that will change every aspect of how we live, work and operate as a society," said Michael Dell, chairman and CEO of Dell Technologies. "Dell Technologies was created to be the essential infrastructure company for this digital era, and with today's announcement, we are aligning the interests of our stakeholders to benefit from the integrated innovations and value creation from across our entire family of businesses."
Each outstanding share of Class V common stock has converted into the holder's right to receive either (1) $120.00 in cash, without interest, subject to a cap of $14 billion on the aggregate cash consideration, or (2) 1.8066 shares of Class C common stock. Such exchange ratio was calculated based on the aggregate amount of cash elections described below, as well as the aggregate volume-weighted average price per share of Class V common stock on the New York Stock Exchange (as reported on Bloomberg) for the 17 consecutive trading day period that began on Nov. 28, 2018 and ended on Dec. 21, 2018, which was $104.8700.
Of the 199,356,591 shares of Dell Technologies Class V common stock outstanding as of the record date for the Class V transaction:
Cash elections were made with respect to 181,897,352 shares, or 91.2% of the total outstanding shares of Class V common stock; and Share elections (including deemed share elections with respect to shares for which no elections were made) were made with respect to 17,459,239 shares, or 8.8% of the total outstanding shares of Class V common stock.
Because Class V stockholders elected in the aggregate to receive approximately $21.8 billion in cash, which exceeded the $14 billion cap on the aggregate cash consideration, the cash consideration will be subject to a proration factor of approximately 0.6414 ($14 billion cap on the aggregate cash consideration divided by approximately $21.8 billion of cash elected). Each Class V stockholder that has elected to receive cash for its shares of Class V common stock is entitled to receive cash consideration for such number of Class V shares, prorated by the proration factor, and will receive shares of Class C common stock for its remaining Class V common stock, together with cash in lieu of any fractional shares of Class C common stock.
Following the completion of the Class V transaction, Dell Technologies has approximately 171,909,324 outstanding shares of Class C common stock (or approximately 206,478,102 shares on a fully diluted basis, before applying the treasury stock method) and approximately 718,434,605 shares of common stock in total (or approximately 763,912,474 shares on a fully diluted basis, before applying the treasury stock method).
Dell Technologies (Nasdaq: DELL)