The lawsuit alleges that Dell Technologies “shortchanged” its shareholders.
This week, Dell agreed to pay shareholders $1 billion to settle claims of improperly informing them in 2016, when the company used their shares to finance its $67 billion purchase of EMC. The financing of the acquisition took a long time to close. The purchase took place in late 2018 as a result.
Dell announced their decision to settle through an SEC filing this week. In the filing, Dell, along with co-defendants Silver Lake Group and Goldman Sachs, have agreed to settle the Delaware suit with former holders of the Class V common stock.
These shareholders had been claiming Dell breached their fiduciary duties under Delaware law when they offered a transaction value that was allegedly “billions of dollars” below fair market value.
Dell paid $14 billion in cash for EMC and issued 149,387,617 shares of its Class C common stock to holders of its Class V common stock in exchange for their Class V shares.
10 percent of the original claim
The holders of the Class V shares had originally sought $10.7 billion in damages, claiming that their stock was worth far more than what Dell had paid. In addition, the Class C stock was allegedly worth less than what Michael Dell and Silver Lake claimed.
Specifically, the original complaint claimed the cash price that the Class V stock was supposed to have was $34 per share higher than Dell paid at the time. It also alleged the Dell Class C stock price share of the deal was internally valued at $4 billion, rather than the $10 billion claimed.
A trial regarding the suit had been scheduled to take place next month. An independent special committee of the board has approved the settlement payment by the company. The committee was advised by outside legal counsel, the filing stated. Included in the settlement is a payout on behalf of Goldman Sachs, which serves as Dell’s financial advisor on the transaction.
The settlement remains subject to court approval.
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