UPDATED 06:54 EDT / JANUARY 13 2015

EMC CEO Joe Tucci NEWS

EMC & Elliott Management call truce over VMware spin-off

EMC CEO Joe Tucci

Activist investor firm Elliott Management has called a truce in its campaign to break up IT giant EMC’s Federation of companys, agreeing to a nine-month standstill in exchange for getting two of its representatives onto the company’s board of directors.

As of today, EMC’s board is now comprised of 13 members instead of 11, the new additions being Jose Almedia (chairman, president and CEO of global healthcare company Covidien), and Donald Carty (chairman of Virgin America Airlines, a director of Canadian National Railway Company, and Talisman Energy). Elliott Management said it worked closely with EMC to identify and vet the two new board members.

In exchange for this concession, Elliott Management said it’s agreed to standstill provisions until September 2015, which means it will vote in favor of whoever EMC proposes to be its new directors at a shareholder meeting later this year.

“Both Joe and Don are strong and experienced executives, and we believe they will bring invaluable perspectives to the board’s ongoing review of EMC’s strategic direction,” said Jesse Cohn, Portfolio Manager at Elliott Management.

Meanwhile, Joe Tucci, EMC’s Chairman and CEO, diplomatically stated the new board members would “bring added depth and insights to our board”.

Neither statement does much to disguise the fact that Elliott Management has been a major thorn in Tucci’s side. The investment firm has been pressuring Tucci into selling EMC’s main subsidiary VMWare Inc. for some time, arguing the complex nature of its structure obscures enormous value and therefore costs its shareholders money.

But Tucci believes EMC’s federation strategy is critical to its future plans. The software-defined data center (SDDC) is central to VMware’s future growth, yet it relies on EMC’s ViPR as the unifying platform. Should VMware spin off from EMC its SDDC will be much harder, if not impossible, to do. Similarly EMC would struggle without VMware’s SDDC, because this is what gives it leverage to sell ViPR and its XtremIO flash technologies against the competition.

Tucci’s problem is that Elliott Management is one of the most effective activist investors around. In previous years, its engineered multi-billion dollar sales of companies like BMC Software Inc., Compuware Corp., Novell Inc., and Riverbed Technology Inc., while its involvement with Iron Mountain Inc. led to the resignation of then CEO Bob Brennan due to disagreements over the company’s direction. Most recently, Elliott Management targeted Juniper Networks Inc., forcing an expanded share buyback in early 2014.

It now looks increasingly unlikely that Tucci will be able to prevent a breakup of his Federation before his retirement. While the CEO has previously admitted there’s too much competition between subsidiaries EMC II, Pivotal Software Inc., and VMware, and has promised to address this, he’s fast running out of time, with his expected retirement date now less than two months away.

photo credit: My Standard Break From Life via photopin cc


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