UPDATED 23:56 EDT / NOVEMBER 30 2015

NEWS

Dell/EMC takeover: Trouble looms on the horizon

Now that the dust has settled on Dell Inc.’s proposed $67 billion takeover of storage giant EMC Corp., it’s becoming clear that the deal is far from a foregone conclusion. Some shareholders are reportedly getting nervous over the deal due to EMC’s and VMware Inc.’s stock prices plummeting in the wake of the proposed deal.

If the deal goes ahead it will easily become the largest acquisition in tech history, giving birth to a monolithic company that Michael Dell believes will possess the resources needed to take on and beat rivals like IBM and Hewlett-Packard Enterprise in the extremely competitive IT services market. According to Michael Dell, the acquisition would give Dell the scale it needs to compete in emerging sectors like Big Data, cloud and security, as well as its traditional segments like storage, servers and virtualization.

The strategy is notably in sharp contrast to that of HP, which recently split into two entities so it could focus more sharply on the different segments it competes in.

Unfortunately for Michael Dell, it’s looking like there’s going to be a bumpy road ahead before he can pull off the mega acquisition, if at all. The complications have arisen from a staggering decline in EMC’s and VMware’s share prices since the proposed deal was first made public. In the case of VMware, its shares have fallen by almost 30 percent, while EMC’s stock has dropped by nine percent in the same period.

Shareholders are also getting upset at EMC and VMware’s plans to create a new company out of Virtustream, the cloud vendor that EMC acquired for $1.2 billion back in May. The plan is for EMC and VMware to jointly own the new company, taking a fifty percent stake each. But shareholders are dismissive of the idea, citing concerns about the new company’s short-term prospects after VMware officials admitted that it could see losses run as high as $300 million in its first year.

Reuters reports that EMC and VMware officials are now trying to revamp their proposals in order to get shareholders onboard. The new idea calls for EMC to take a majority stake in Virtustream and assume the new company’s losses, as a way of protecting VMware and its shaky stock price. In return, company officials are hopeful that investors will be more willing to back the Dell takeover plan.

Tracking stock troubles

The Virtustream plan is not the only obstacle Dell and EMC will need to overcome if the mega-merger is to go ahead. According to unnamed sources cited in a report by Re/Code, some EMC and VMware shareholders are insisting that changes be made to the particulars of the deal before they’ll consider going for it.

The uppity investors have requested that VMware buys back up to $3 billion worth of its own shares, and they want officials to drop the Virtustream plan completely. In addition, they’re also pressing for changes in the way VMware’s problematic tracking stock is treated, so that stock owners are afforded more protection. However, Re/Code‘s sources say it’s unlikely Dell or EMC would agree to this demand, because the tracking stock is critical to the mathematics of the deal.

Earlier we reported how the tracking stock was already a big concern, because it could be slapped with a $9 billion tax bill for the newly-merged Dell/EMC, depending on how the IRS decides to treat it.

Nonetheless, most industry watchers believe that while these problems will complicate the deal, they’re unlikely to derail it completely. FBR & Co. analyst Daniel Ives recently told the Wall Street Journal that Dell and EMC would most likely be forced to revise some aspects of the deal, for example by increasing the buying price and temporarily abandoning the Virtustream plan.

“In a nutshell, we believe the recent six weeks has been a wake-up call to the EMC and VMware boards,” Ives concluded.


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