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In re Appraisal of Dell, Inc.

Delaware Court of Chancery
2016 WL 3186538 (2016)


Michael Dell (Dell) proposed a management buyout (MBO) of Dell, Inc. (the company). The buyout was a step in the process of transforming the company from an end-user hardware supplier to an enterprise customer software and services supplier. The company’s financial sponsor during the merger process used a leveraged buyout (LBO) pricing model to evaluate offers. The company’s board of directors reached a deal with a buyout group for $13.65 per share. After shareholders objected, the buyout group offered $13.75 per share, and 57 percent of the company’s shares voted in favor of the merger. The merger agreement permitted a go-shop period, but the company did not receive any better offers. Shareholders who dissented from the merger filed a petition seeking judicial appraisal of their shares. The company argued that the merger consideration was the best evidence of fair value.

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Holding and Reasoning (Laster, J.)

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