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Dell reaches $1 billion settlement over disputed 2018 stock swap

Published 11/16/2022, 09:09 AM
Updated 11/16/2022, 11:32 AM
© Reuters. The Dell logo is seen on an item for sale in a store in Manhattan, New York City, U.S., November 24, 2021. REUTERS/Andrew Kelly

By Jonathan Stempel

(Reuters) -Dell Technologies Inc on Wednesday said it reached a $1 billion settlement of a lawsuit accusing it of short-changing some shareholders in a controversial $23.9 billion transaction in 2018 that marked its return as a publicly traded company.

The all-cash settlement is subject to approval by a Delaware Chancery Court judge, and will be reflected in Dell's third-quarter results.

It resolves claims against the Round Rock, Texas-based computing and technology services company and controlling shareholders, including billionaire Chief Executive Michael Dell and private equity firm Silver Lake.

Silpa Maruri, a partner at Quinn Emanuel Urquhart & Sullivan representing the plaintiffs, said the accord appeared to be the largest cash class-action settlement in a Delaware state court.

The disputed December 2018 transaction involved a stock swap related to Dell's interest in software maker VMware (NYSE:VMW).

Dell paid $14 billion in cash and issued 149.4 million Class C shares in exchange for outstanding Class V shares, which tracked VMware's publicly traded stock.

Holders of the Class V shares sought $10.7 billion in damages, saying their stock was worth far more than Dell paid for it, while the Class C stock was worth far less than Michael Dell and Silver Lake claimed.

A trial had been scheduled to begin next month.

The settlement also resolves claims against Goldman Sachs Group Inc (NYSE:GS), which advised Dell on the transaction and stood to receive a $70 million fee. Insurers may pay part of the settlement amount.

Maruri called the settlement a "great result for shareholders," citing the risks of going to trial.

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"This settlement demonstrates that the rights of minority shareholders in companies need to be respected," she said.

Michael Dell was worth $52 billion on Tuesday, according to Forbes magazine.

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