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EMC: Form, Schedule Or Registration Statement No Filing Party: Date Filed:

The following excerpt is from the company's SEC filing.

A link to the following news article was posted on the EMC Corporation employee intranet.

Michael Dell On EMC Deal: Together Well Be Even More Powerful

Michael Dell said the merger with storage giant EMC makes Dell even more powerful as it moves to comprehensively serve customers across all key enterprise computing segments.

In a conference call with analysts and media shortly after the Round Rock, Texas, company said that it and private equity firm Silver Lake Partners would acquire EMC for $67 billion in cash and stock, the founder, chairman and CEO of his namesake firm provided some details about how the combined company would look and act in the early days of the marriage.

Michael Dell said some top EMC executives have a bright future with Dell, which intends to enhance EMCs federation structure, move Dells server business to EMCs Hopkinton, Mass., campus and begin aggressively paying down the debt his company is taking on to complete the largest tech acquisition in history.

The deal, which creates a new world order in the intensely competitive enterprise computing market, is expected to close in the third quarter of 2016. It makes Dell, the former direct-seller of PCs, an enterprise superpower with prominent positions in key technology segments including servers, storage, virtualization, networking, cloud services, security, big data and IT services.

Dell, speaking from EMCs headquarters, was accompanied on the call by Silver Lake Managing Partner Egon Durban, as well by EMC Chairman and CEO Joe Tucci, CEO of EMC Information Infrastructure David Goulden and VMware CEO Pat Gelsinger, among others.

Hopkinton will be the new home of Dells server business, Dell said. The business here is about to get a lot larger. We are planning to put our server business into the EMC enterprise data center business. So that business here will become a more than $30 billion business, one of the biggest businesses in the new company, he said.

When asked, Dell wouldnt speak directly about the possibility of layoffs following the close of the merger, saying only that, there certainly are some cost synergies. But I think there are other companies in industry that are far better at reducing headcount than we are ... there are always adjustments that will occur.

Goulden and Gelsinger, who before the merger were reported to have both been considered successors to Tucci as EMC CEO, have a bright future in the new organization, Michael Dell said.

The merger also has wide-ranging implications for EMCs conglomerate of businesses. Before the merger was revealed, EMC was locked in a contentious battle with activist investor Elliott Management, which was pushing for EMC to split up the federation in order to realize greater shareholder value.

That consideration seems to be off the table as EMC becomes part of what Dell calls the largest privately held tech firm in the world. He said his team has studied EMCs so-called federation of companies carefully. We look forward to enhancing that. There are some great aspects to this structure, and as we come together, well be even more powerful.

The company will have to do that while navigating existing relationships among companies that partner closely on some strategies and compete fiercely on others.

For example, Dell said he intends to continue EMC converged infrastructure unit VCEs relationship with Cisco Systems, a key Dell rival. The industry has a long history of companies collaborating and competing, Dell said. We have great partnerships with Microsoft, Oracle, and that will absolutely continue.

He also said Dell would not exclusively choose VMware for virtualization, a move that underlines the companys commitment to openness, he said.

Gelsinger added, We also have strong relationships with HP, Lenovo. We are committed, and Dell has demonstrated commitment to openness. Were committed to that.

Dell will retain VMware as a publicly traded company, according to the company. The $33.15 per share being offered EMC shareholders includes about $9 a share for VMware as a tracking stock.

Said to be the crown jewel of the merger, VMware will play a key role in Dells cloud strategy, Michael Dell said.

The combined company is well positioned to address the move to the cloud, he said. Dell has been providing infrastructure for a long time and has done quite well there. VMware is quite well positioned in hybrid cloud, in software-defined data center, the ability to take the benefits of public cloud and bring into the on-prem data center. With [the] explosion in [the] number of devices, apps and the amount of data, there will be public cloud, Software-as-a-Service. Dell provides infrastructure to a majority of Software-as-a- Service in the world. Were even more prepared for that. In the last six months, we have added about 2,000 new salespeople. Thats an advantage of a privately controlled structure. We have great access and reach to customers.

Dell said the two firms also have had several discussions about security, including the possibility of combining EMCs flagship security unit, RSA, with Dells SecureWorks cybersecurity arm, which filed for an initial public offering late last week.

Dell said he intends to begin paying down the debt taken on to make the EMC acquisition reported to be about $40 billion within 18 to 24 months of the deals closing, using money coming from revenue synergies and cash flow of the combined business. He said thats the same recipe that has allowed Dell get ahead of schedule paying down the debt it took on in the near-$25 billion leveraged buyout that took the company private in 2013.

Tucci, who has resisted Elliott Managements calls to break up the federation, said the deal creates advantages for the company in a rapidly changing market and satisfies shareholders.

If you look at the industry we grew up in, its going through tremendous transformation, Tucci said. The old style of IT is being disrupted. Theres a thousand times as much data being created by a thousand times as

many users. For what a company has to go through to handle the disruptive side of the changing wave of IT, [the merger] makes sense. We wanted to do this in a way that is very attractive to EMC shareholders and a fair deal. Creating the kind of transformation, with the mother ship being private, creates tremendous advantages. Im incredibly excited as a shareholder and tremendously excited for the future.

PUBLISHED OCT. 12, 2015

Disclosure Regarding Forward Looking Statements

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 obtain the approval of EMC shareholders in connection with the proposed transaction; (ii) the failure to consummate or delay in consummating the proposed transaction for other reasons; (iii) 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; (iv) the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated; (v) 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; (vi) the effect of the proposed transaction on VMwares 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; (vii) the diversion of management time on transaction-related issues; (viii) adverse changes in general economic or market conditions; (ix) delays or reductions in information technology spending; (x) the relative and varying rates of product price and component cost declines and the volume and mixture of product and services revenues; (xi) competitive factors, including but not limited to pricing pressures and new product introductions; (xii) component and product quality and availability; (xiii) fluctuations in VMwares operating results and risks associated with trading of VMware common stock; (xiv) the transition to new products, the uncertainty of customer acceptance of new product offerings and rapid technological and market change; (xv) the ability to attract and retain highly qualified employees; (xvi) insufficient, excess or obsolete inventory; (xvii) fluctuating currency exchange rates; (xiii) threats and other disruptions to our secure data centers or networks; (xix) our ability to protect our proprietary technology; (xx) war or acts of terrorism; and (xxi) other one-time events and other important factors disclosed previously and from time to time in EMCs filings with the U.S. Securities and Exchange Commission (the SEC). Except to the extent otherwise required by federal securities law, EMC disclaims any obligation to update any such forward-looking statements after the date of this communication.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in...


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