Technology History | 501 Dell Way — The Vote Was Adjourned Twice Before It Was Won

The special meeting that took Dell private was called three times at this address before it produced a result.

On 5 February 2013 the company announced a merger agreement under which Michael Dell, with the technology investment firm Silver Lake, would buy it for $13.65 a share, valuing the transaction at about $24.4 billion. Microsoft lent $2 billion towards it.

He already held about 14 percent of the shares, which is the fact that made the whole thing contentious: the chief executive was bidding for the company from inside it, and a special committee of independent directors had to run the sale against him.

Carl Icahn and Southeastern Asset Management, holding a combined 12.8 percent, told shareholders to vote the deal down and push for a leveraged recapitalisation instead.

The meeting was first set for 18 July 2013 at the Dell Round Rock campus, 501 Dell Way.

It was adjourned on 24 July when the buyers raised their offer, adjourned again on 2 August, and reconvened on 12 September at nine in the morning, by which point the terms were $13.75 a share plus a special dividend of $0.13, or $13.88 in total.

That is 23 cents a share above the February offer.

Stockholders approved it that morning. The transaction closed on 29 October 2013 at a total value of about $24.9 billion, and Dell's shares stopped trading on the Nasdaq after twenty-five years.

The argument the buyers made was that the transition out of the PC business would take years of falling margins that a quarterly-reporting company could not survive politically.

Whether the price was fair went to court, and the answer changed on appeal.

On 31 May 2016 the Delaware Court of Chancery put fair value at $17.62 a share, about 28 percent above the deal price, giving the negotiated price no weight because this was a management buyout.

On 14 December 2017 the Delaware Supreme Court reversed and remanded that ruling, holding that the trial court had wrongly disregarded market evidence when the sale process had been a sound one.

The campus is private working ground and the pin is the address on the meeting notice; the photograph shows the walk up to one of its buildings.

Photo: Todd Dwyer, CC BY-SA 3.0, via Wikimedia Commons. Portrait: Joi Ito, CC BY 2.0, via Wikimedia Commons.