ELECTION INFORMATION BOOKLET
This information booklet is provided to holders of shares of Class V common stock, par value $0.01 per share (the “Class V Common Stock”), of Dell Technologies Inc. (“Dell Technologies”). It answers frequently asked questions, briefly describes your options and provides information and instructions on how to make your election. We urge you to read the instructions to the enclosed Election Form carefully and review the Frequently Asked Questions below, as well as the Proxy Statement/Prospectus, dated October 19, 2018 (the “Proxy Statement/Prospectus”), and the Supplement to the Proxy Statement/Prospectus, dated November 26, 2018 (the “Supplement to the Proxy Statement/Prospectus”), which you received in connection with Dell Technologies’ special meeting of stockholders to be held on December 11, 2018, and each of which is available for review on the website of the U.S. Securities and Exchange Commission. In connection with the Merger Agreement Amendment discussed below, we have updated the Election Form previously sent to you. After reviewing these materials, please complete the Election Form and send it in the enclosed envelope to the exchange agent for the merger, American Stock Transfer & Trust Company, LLC (the “Exchange Agent” or “AST”), if you have not already submitted an Election Form or you wish to change your election.If you have previously submitted an Election Form, and you do not wish to change your election, you do not need to do anything further.
If you have additional questions after reading these materials, you should contact the information agent for the transaction, Innisfree M&A Incorporated, toll free within the United States and Canada at (877)717-3936. Persons outside the United States and Canada may call +1 (412)232-3651 and banks, brokers and other financial institutions may call (212)750-5833 (collect).
The deadline for RECEIPT of your Election Form is 5:30 P.M., Eastern Time, on the eighth trading day following the date on which Dell Technologies issues a public announcement that the requisite stockholder approvals for the Class V transaction have been obtained (the “Election Deadline”). You may return your Election Form, IRS FormW-9 or IRS FormW-8, as applicable, and Notice of Guaranteed Delivery (if applicable) at any time prior to the Election Deadline.
FREQUENTLY ASKED QUESTIONS
1. | Why have I been sent an Election Form? |
On July 1, 2018, Dell Technologies entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Teton Merger Sub Inc., a wholly owned subsidiary of Dell Technologies (“Merger Sub”), pursuant to which Merger Sub will merge with and into Dell Technologies, with Dell Technologies continuing as the surviving corporation (the “Class V transaction”).
On November 14, 2018, Dell Technologies and Merger Sub entered into Amendment No. 1 to the Merger Agreement (the “Merger Agreement Amendment” and, together with the Merger Agreement, the “Amended Merger Agreement”) which is attached as Annex S-A to the Supplement to the Proxy Statement/Prospectus. The Merger Agreement Amendment, among other things, (i) increases the maximum amount of cash consideration payable to the holders of Class V Common Stock in the Class V transaction from $9 billion to $14 billion, (ii) increases the per share cash consideration payable to the holders of the Class V Common Stock electing to receive cash consideration from $109.00, without interest, to $120.00, without interest, and (iii) increases the ratio at which each share of Class V Common Stock may be exchanged from 1.3665 shares of Class C common stock, par value $0.01 per share, of Dell Technologies (“Class C Common Stock”) to at least 1.5043 shares of Class C Common Stock.
Pursuant to the terms of the Amended Merger Agreement, you, as a holder of shares of Class V Common Stock, have the opportunity to elect to receive, as merger consideration for each share of Class V Common Stock that you own:
| (1) | “share consideration” of such number of shares of Class C Common Stock as determined by the application of the exchange ratio described in the Supplement to the Proxy Statement/Prospectus and the response to Question 11 below (which will be between 1.5043 and 1.8130); or |