Dell Technologies announced the planned spin-off of its 81% equity ownership interest in VMware.
The transaction will result in two standalone companies positioned for growth in the data era. The transaction is expected to close during the fourth quarter of calendar 2021, subject to certain conditions, including receipt of a favorable IRS private letter ruling and an opinion that the transaction will qualify as generally tax-free for Dell Technologies shareholders for U.S. federal income tax purposes.
Dell Technologies and VMware will enter into a commercial agreement that will preserve the companies’ unique and differentiated approaches to the co-development of critical solutions and alignment on sales and marketing activities. VMware will continue to use Dell Financial Services to help its customers finance their digital transformations.
“By spinning off VMware, we expect to drive additional growth opportunities for Dell Technologies as well as VMware, and unlock significant value for stakeholders," said Michael Dell, chairman and chief executive officer, Dell Technologies. “Both companies will remain important partners, providing Dell Technologies with a differentiated advantage in how we bring solutions to customers. At the same time, Dell Technologies will continue to modernize its core infrastructure and PC businesses and embrace new opportunities through an open ecosystem to grow in hybrid and private cloud, edge and telecom.”
Upon completion of the spin-off, Michael Dell will remain chairman and chief executive officer of Dell Technologies, as well as chairman of the VMware board. Zane Rowe will remain interim CEO of VMware, and the VMware board of directors will remain unchanged.
After a comprehensive review of potential strategic options, both parties determined that this transaction will simplify capital structures and create additional long-term enterprise value. At the transaction closing, VMware will distribute a special cash dividend of $11.5 - $12 billion to all VMware shareholders, including Dell Technologies. Based on Dell Technologies’ current 80.6% ownership in VMware, Dell Technologies would receive approximately $9.3 - $9.7 billion and intends to use the net proceeds to pay down debt, positioning the company well for Investment Grade ratings.
At the transaction closing, Dell Technologies shareholders would receive approximately 0.44 shares of VMware for each share of Dell Technologies that they hold, based on shares outstanding today. The final ratio is subject to incremental dilution prior to the transaction close. VMware will shift from a multiclass to a single class share structure while Dell Technologies’ share structure remains the same.
With an even stronger capital structure, Dell Technologies is poised to further capitalize on the rebound in infrastructure and PC spend, new cloud operating models driving aaS growth, compute moving to the edge, and customers’ longer-term digital transformation initiatives. With a strong commercial agreement in place, Dell Technologies will have the ability to continue to work closely with VMware to drive innovation and preserve go-to-market synergies while generating new growth opportunities through an open ecosystem.
With technology at the center of the world’s recovery, Dell Technologies is focused on:
- Further strengthening the company’s leadership position in growing technology infrastructure and client markets
- Expanding into new growth areas of hybrid cloud, edge, 5G, telecom and data management
- Delivering a modern customer experience in the do-from-anywhere economy, including moving quickly toward cloud operating and consumption models under the APEX initiative
The transaction is expected to close during the fourth quarter of calendar 2021, subject to certain conditions, including receipt of a favorable IRS private letter ruling and an opinion that the transaction will generally qualify as a tax-free spin-off to Dell Technologies shareholders for U.S. federal tax purposes. Immediately following, and automatically as a result of, the spin-off, each share of VMware class B common stock will automatically convert into one fully paid and non-assessable share of VMware class A common stock. All of the outstanding VMware class B common stock is held by Dell Technologies.
The Latest
Broad proliferation of cloud infrastructure combined with continued support for remote workers is driving increased complexity and visibility challenges for network operations teams, according to new research conducted by Dimensional Research and sponsored by Broadcom ...
New research from ServiceNow and ThoughtLab reveals that less than 30% of banks feel their transformation efforts are meeting evolving customer digital needs. Additionally, 52% say they must revamp their strategy to counter competition from outside the sector. Adapting to these challenges isn't just about staying competitive — it's about staying in business ...
Leaders in the financial services sector are bullish on AI, with 95% of business and IT decision makers saying that AI is a top C-Suite priority, and 96% of respondents believing it provides their business a competitive advantage, according to Riverbed's Global AI and Digital Experience Survey ...
SLOs have long been a staple for DevOps teams to monitor the health of their applications and infrastructure ... Now, as digital trends have shifted, more and more teams are looking to adapt this model for the mobile environment. This, however, is not without its challenges ...
Modernizing IT infrastructure has become essential for organizations striving to remain competitive. This modernization extends beyond merely upgrading hardware or software; it involves strategically leveraging new technologies like AI and cloud computing to enhance operational efficiency, increase data accessibility, and improve the end-user experience ...
AI sure grew fast in popularity, but are AI apps any good? ... If companies are going to keep integrating AI applications into their tech stack at the rate they are, then they need to be aware of AI's limitations. More importantly, they need to evolve their testing regiment ...
If you were lucky, you found out about the massive CrowdStrike/Microsoft outage last July by reading about it over coffee. Those less fortunate were awoken hours earlier by frantic calls from work ... Whether you were directly affected or not, there's an important lesson: all organizations should be conducting in-depth reviews of testing and change management ...
In MEAN TIME TO INSIGHT Episode 11, Shamus McGillicuddy, VP of Research, Network Infrastructure and Operations, at EMA discusses Secure Access Service Edge (SASE) ...
On average, only 48% of digital initiatives enterprise-wide meet or exceed their business outcome targets according to Gartner's annual global survey of CIOs and technology executives ...
Artificial intelligence (AI) is rapidly reshaping industries around the world. From optimizing business processes to unlocking new levels of innovation, AI is a critical driver of success for modern enterprises. As a result, business leaders — from DevOps engineers to CTOs — are under pressure to incorporate AI into their workflows to stay competitive. But the question isn't whether AI should be adopted — it's how ...
