The effect of the guarantee of the third quarter dividend is to potentially increase the total consideration payable to unaffiliated stockholders by an additional USD 120 million depending on whether the closing would otherwise have occurred prior to the record date for that dividend.
In return for the increased value to shareholders, the voting standard has been modified such that the improved transaction will require approval by the majority of disinterested shares actually voting on the matter. The Committee intends to establish a new record date of 13 August 2013 for shareholders eligible to vote on the transaction at the special meeting which will be adjourned from 2 August to 12 September 2013.
The amended transaction also includes a reduction of the breakup fee that would be payable in the event the merger agreement is terminated and within twelve months thereafter the company effects a recapitalisation transaction that does not result in there being an absolute majority stockholder of the company. The fee is reduced from USD 450 million to USD 180 million.
The revised definitive merger agreement has been approved by Dell's Special Committee and by the independent members of Dell's Board of Directors.
