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After five years as a private company, Dell Technologies is making a move to offer shares to the public through a $21.7 billion deal with its VMware business software subsidiary.
Under the agreement announced Monday, Dell will exchange each share of the Class V stock that tracks VMware’s performance for 1.3665 shares of its Class C common stock, or $109 per share in cash. The Class C stock will be listed on the New York Stock Exchange once the transaction is completed.
The Class V stock was issued in 2016 to fund Dell’s purchase of EMC, then the biggest stakeholder of VMware.
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The cash portion of the payout to Class V shareholders will be financed by a special $11 billion dividend, paid by VMWare on a pro-rata basis. The deal represents a premium of 28.9% to the closing Class V price on Friday.
Dell said the transaction will simplify its capital structure and create a class of publicly-traded security that “reflects the full value of the Dell Technologies family of businesses.”
“I am proud to lead this great company into its next chapter as we continue to evolve and grow to the benefit of our customers, partners, investors and team members,” CEO Michael Dell said in a news release.
VMware is more than 80% controlled by holders of the tracking stock, Michael Dell, and private-equity firm Silver Lake. The deal will leave Class V holders with a stake of between 20.8% and 31% of Dell depending on how many of them opt for cash.
Dell had been conducting a strategic review of various scenarios including entering the public sphere again, while potentially buying the rest of VMware that it didn’t already own.
“We believe that this development is positive for VMW’s shares not only because it avoids the reverse-merger scenario, but also because there is the possibility of VMW being taken out by Dell in the future as a ‘second step’ following this transaction,” FBN Securities analyst Shebly Seyrafi wrote in a client note.
In trading Monday,VMware shares were up 9.7% at $161.21.
