The move marks the end of a strategic review that Dell has been
conducting for several months as it has sought to consolidate
its complicated ownership structure without overburdening its
balance sheet, which bears around $50 billion in debt. Dell said
it will propose to exchange each share of VMware tracking stock
for 1.3665 shares of Dell Technologies Class C common stock, or
at the holder's election, $109 in cash, subject to the total
amount of cash consideration not above $9 billion.
Dell said it will offer a new class of publicly listed common
stock on the New York Stock Exchange following completion of the
deal.
The transaction represents a premium of 28.9 percent to closing
price of Dell's Class C common stock on Friday.
Dell's stock <DVMT.N>, which Dell issued to finance its purchase
of data storage firm EMC Corp and which tracks the value of
VMware's business, were up 13.5 percent at $96 in premarket
trading. VMware shares were up 14.3 percent at $168. The cash
component of the offer will be financed by a one-time $11
billion special dividend that VMware will pay out pro-rata to
its shareholders, VMware said.
After the deal, VMware shareholders would own between 20.8
percent to 31 percent of Dell depending on how many investors
opt for cash, Dell said.
(Reporting by Munsif Vengattil in Bengaluru; Editing by Bernard
Orr and Shailesh Kuber)
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