MoFo Advises VMware in Complex US$21.7 Billion Plan That Returns Dell to Stock Market

07/02/2018

Robert S. Townsend, Michael G. O'Bryan, and Brandon C. Parris

Corporate and Mergers + Acquisitions

MoFo News Item

Morrison & Foerster is lead legal counsel to VMware, a leading innovator in enterprise software and a subsidiary of Dell Technologies Inc., in its strategic negotiations with Dell, the world’s largest private technology company, relating to Dell’s plans to go public through a complicated tracking stock transaction valued at US$21.7 billion. Funding for the transaction is tied to VMware’s announcement to issue a US$11 billion pro rata special dividend to all holders of VMware common stock.

The announcement on July 2, 2018, ends months of public speculation over the nature of VMware’s relationship with Dell, during which MoFo advised VMware, including in connection with Dell’s evaluation of a potential business combination with VMware.

As reported by numerous top media outlets, including The Wall Street Journal, The New York Times and CNBC, Dell will exchange Dell’s Class V tracking stock, which tracks the stock of VMware, to shareholders in return for Dell Technologies Class C common stock or for cash. The transaction will be funded by dividend proceeds that Dell receives from VMware, which will remain a publicly listed company.

The MoFo VMware corporate team is led out of San Francisco by Global M&A Practice Group co-chair Rob Townsend, and involves corporate partners Michael O’Bryan and Brandon Parris, and corporate associates Lee Johnston and Stephen Lam.

For more information, please see the related press release.

Email Disclaimer

Unsolicited e-mails and information sent to Morrison & Foerster will not be considered confidential, may be disclosed to others pursuant to our Privacy Policy, may not receive a response, and do not create an attorney-client relationship with Morrison & Foerster. If you are not already a client of Morrison & Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.

©1996-2018 Morrison & Foerster LLP. All rights reserved.