DELL INC.

EMC shareholders overwhelmingly approve Dell purchase

There's little standing in the way of Dell completing its takeover of EMC Corp. 

Posted July 19th, 2016

Story highlights
  • Dell eliminates one of its last major hurdles to closing on the EMC deal. 

The road to closing a major acquisition is often lined with potentially deal-killing obstacles, from fighting off shareholder lawsuits to gaining the approval of regulators and finding the money to pay for it.  

Today Dell Inc. can check shareholder approval off its list of obstacles as owners of EMC Corp stock voted overwhelmingly to allow Dell to purchase the company for $60 billion. 

The only remaining hurdle is regulatory approval from China. 

EMC, based in Hopkinton, Mass., said in a written statement that a preliminary vote tally showed that 98 percent of voting shareholders approved the Dell purchase. They represented about 74 percent of EMC's outstanding stock. 

"Today's resoundingly favorable shareholder vote clearly supports our view that combining Dell and EMC will create a powerhouse in the technology industry," said Joe Tucci, Chairman and CEO of EMC, in a written statement. 

The deal is still expected to close by October of this year. Part of the EMC package is data software company VMware, an EMC subsidiary that many analysts considered an important part of the EMC transaction. 

"Short of VMware literally blowing up, it would be difficult for this to go off the rails at this point," said Steve Duplessie, a senior analyst at Enterprise Strategy Group. "Michael (Dell) is steadfast in his commitment to this deal." 

Dell's parent company, Denali Holding Inc., will pay EMC shareholders $24.05 a share. Part of the deal also includes shares of a tracking stock that is connected to VMware's share price. 

Because VMware's stock has dropped 24 percent since the deal was announced, according to the Wall Street Journal, the total value of the deal has dropped from $67 billion to $60 billion. 

Analysts said there was little shareholder appetite to vote against the deal, which is the biggest IT acquisition in history.  Earlier this year, there was some shareholder angst over whether Dell could scrape together enough money to pay for EMC. 

But Dell did manage to find the money, selling off several assets, including its software division and its IT services unit

"EMC shareholders approved the deal because they know EMC's future is more solid with Dell versus going at it alone," said Patrick Moorhead, an industry analyst with Moor Insights and Strategy. 

Dell first announced it was buying EMC Corp. in October of last year. 

Dell, which has struggled as PC sales have declined, wants to be a major IT provider for businesses. CEO Michael Dell helped take the company private in 2013, with the financial help of Silver Lake Partners. 

The decision to buy EMC, and its line of data storage hardware, is key to Dell's quest to become a stronger supplier of advance information technology hardware. 

Duplessie said buying EMC makes sense for Dell because it exposes them to large enterprise customers, rather than the "middle market" that Dell had catered to. 

"They serve different parts of the market," Duplessie said, adding that there "was not a ton of overlap."

Once the deal goes through, the combined companies will be called Dell Technologies

Analysts said there will be some advantages that come with being an IT behemoth - such as an easier time negotiating with vendors on processors and memory - but the combined company may struggle to react to market changes because of its size. 

And they aren't providers of "public" data, an increasingly fast-growing part of the cloud computing market. Dell Technologies will specialize in private data, which are servers, storage and networking systems that are owned by a private company rather than rented on a public cloud. 

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