The transaction, which was the hot rumor in tech last week, would be funded by Dell along with chairman and CEO Michael Dell, MSD partners, Silver Lake, and Temasek. Michael Dell would remain chairman and CEO of the combined company.
EMC shareholders would receive $24.05 per share in cash plus shares in a tracking stock tied to EMC’s roughly 80 percent ownership of VMware. The number of shares of tracking stock would equal the number of VMware shares that Dell/EMC owns, EMC officials said on a conference call Monday morning. (VMware would remain a public company).
EMC is estimating the total package to be worth about $33.15 per EMC share, for an overall price of $67 billion.
Financing for the deal has been secured, EMC officials said on the conference call. That would include a big chunk of debt financing; Bloomberg last week pegged the amount at $40 billion.
Dell expects the deal to close between May and October 2016.
EMC shares were up nearly 4 percent, to $28.91, in pre-market trading Monday, while VMware shares were down 6.5 percent at $73.56.
Dell, EMC, and VMware
The quirky part about the deal is that EMC’s valuation appears to be larger than that of Dell, which went private in 2013 for about $25 billion. And much of EMC’s value comes from subsidiary VMware, which carried a $33.2 billion valuation as of Monday morning.
Going private under Dell’s wing would free EMC from the demands of activist hedge fund Elliott Management, which, among other things, has pressed for a disbanding of the EMC Federation, which includes VMware, Pivotal, and RSA.
Elliott put out a press release Monday morning supporting the Dell/EMC deal.
From Dell’s side, one motivation behind the deal is to pull into closer alignment, economically, with VMware. That’s part of the reason for creating the tracking stock, said VMware CEO Pat Gelsinger during Monday’s call.