Dell-EMC merger moves a crucial step closer to completion
The leaderships of Dell Inc. and EMC Corp. are now officially cleared to start making the preparations for the companies’ scheduled merger next year following the expiration of the so-called “go shop period” that kicked into effect after the announcement of the deal in October. Such pauses are frequently made ahead of high-value corporate acquisitions to reduce the legal risk involved in the process by creating a window for other potential buyers to place rivaling bids.
If no one comes up with a higher offer before the deadline, then investors have a much harder time arguing in court that the transaction runs contrary to management’s responsibility of maximizing shareholder value. The $67 billion Dell is proposing to pay for EMC is already enough to position the deal as the biggest in the history of the technology world, which made it highly unlikely that a third party would have tried upping the ante. But the companies chose not to take any chances and waited nearly two months before proceeding, a long pause even in view of the acquisition’s complexity.
Just in case, the preliminary agreement also included a clause requiring EMC to pay a $2 billion fine in the event of an outside bid receiving approval from its board of directors. However, the only company that had even close to a chance of making a competing offering is Dell archnemesis Hewlett Packard Enterprise, which reportedly sought to buy the storage giant last year but called off the negotiations due to price disagreements. The two vendors have a long history of financial competition that dates back to 2010, when then-unified HP snatched 3PAR Inc. a month after the array maker signed an initial purchase accord with its rival.
Now that the risk of history repeating itself is off the table, Dell and EMC can focus on the bigger hurdles standing in the way of their merger. The companies are facing pressure from the latter’s shareholders to improve the terms of the deal with stock buybacks that could add several billion dollars to the price tag and further inflate $50 billion debt that Dell had to raise in order to finance the transaction. That’s on top of a potential $9 billion tax bill that holds the risk of derailing the acquisition entirely, a problem the companies’ legal teams have less than ten months to sort out before the due completion date of the purchase.
Image via DasWortgewand
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