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8-K - FORM 8-K - DELL INC | d78320e8vk.htm |
Exhibit
99.1
DELL TO ACQUIRE COMPELLENT
| Fast-growing Compellent Technologies, Inc. provides an intelligent, powerful and easy to use virtualized storage platform | ||
| Compellents channel focus will further extend Dells PartnerDirect relationships, offering new set of storage products to all members | ||
| Transaction expected to be accretive to Dell non-GAAP earnings in its Fiscal Year 2012 |
ROUND ROCK, Texas, EDEN PRAIRIE, Minn., Dec. 13, 2010 Dell (NASDAQ: Dell) and Compellent
Technologies, Inc. (NYSE: CML) today announced they have entered into a definitive agreement for
Dell to acquire Compellent, a rapidly growing provider of highly-virtualized storage solutions with
automated data management features, including tiering and thin provisioning, for enterprise and
cloud-computing environments. The acquisition is the latest strategic investment by Dell as it
expands its portfolio of enterprise-class storage solutions and is consistent with Dells strategy
to help customers better manage data growth, reduce storage costs and dramatically simplify the
management of IT infrastructure.
The acquisition of Compellent will deliver on Dells commitment to provide its customers solutions
that are open, capable and affordable. Dell delivers an open and integrated approach to data
management that drives efficiency and dramatically reduces costs by streamlining operations.
Upon closing the transaction, Dell will quickly make Compellent an integral part of its
industry-leading storage portfolio, including PowerVault, EqualLogic and Dell/EMC. Compellent
expands Dells award-winning storage solutions, which now offers customers innovative systems and
choice at every storage tier, from direct-attach to highly-virtualized SANs.
Dell also plans to keep Compellents existing operations in Eden Prairie, Minn., and will invest in
engineering, support, operations and sales capability to grow this business.
Compellent sells its solutions through an extensive network of channel partners. Dell plans to
maintain and enhance the strong channel program that Compellent has developed. Dell also signed a
reseller agreement with Compellent that extends the storage portfolio it can offer its worldwide
customer base, effective immediately.
Quotes
Compellent is a natural complement to Dells expanding enterprise storage portfolio. The
Compellent storage platform will enable Dell to provide customers additional mid- and high-end
network storage solutions that simplify and reduce the cost of data management, said Brad
Anderson, senior vice president, Enterprise Product Group. Compellents design focus on
intelligently managing data to increase efficiency, agility and resiliency is consistent with
Dells approach of building solutions that can quickly scale to meet the most demanding enterprise
environment.
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We are excited about our merger with Dell. This is the next logical step in our goal to scale our
products, channel and team worldwide, said Phil Soran, President, CEO and Chairman of Compellent.
With Dells scale and technology leadership, we accelerate the adoption of our virtualized
platform, Fluid Data, to redefine the value of enterprise storage for data centers and cloud
computing.
Terms and Closing
Under terms of the agreement, approved by the boards of directors of both companies, Dell will pay
$27.75 per share in cash for each share of Compellent for a total equity value of approximately
$960 million, and aggregate purchase price of approximately $820 million, net of Compellents cash.
The transaction, which is subject to approval by Compellents shareholders and customary closing
conditions, is expected to close in early 2011.
###
About Dell
Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide innovative technology,
business solutions and services they trust and value. For more information, visit www.dell.com.
About Compellent
Compellent Technologies (NYSE: CML) provides Fluid Data storage solutions that automate the
movement and management of data at a granular level, enabling organizations to constantly adapt to
change, slash costs and secure information against downtime and disaster. This patented, built-in
storage intelligence delivers significant efficiency, scalability and flexibility. With an
all-channel sales network in 35 countries, Compellent is one of the fastest growing enterprise
storage companies in the world. For more information and news, visit www.compellent.com and
www.Compellent.com/news.
Dell is a trademark of Dell Inc. Dell disclaims any proprietary interest in the marks and names of
others.
Contact Information
Media Contacts: (512) 728-4100
David Frink
|
Dell Inc. | (512) 728-2678 | david_frink@dell.com | |||
David Graves
|
Dell Inc. | (512) 723-5858 | david_graves@dell.com | |||
Liem Nguyen
|
Compellent Technologies | (512) 970-9711 | lnguyen@compellent.com |
Investor Relations Contacts:
Robert Williams
|
Dell Inc. | (512) 728-7570 | robert_williams@dell.com | |||
Shep Dunlap
|
Dell Inc. | (512) 723-0341 | shep_dunlap@dell.com | |||
Jack Judd
|
Compellent Technologies | (952) 294-3300 |
Important Additional Information
In connection with the proposed transaction, Compellent will file a proxy statement with the
SEC. Additionally, Compellent and Dell will file other relevant materials in connection with the
proposed acquisition of Compellent by Dell pursuant to the terms of the merger agreement.
INVESTORS AND STOCKHOLDERS OF COMPELLENT ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO.
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Investors and stockholders may obtain free copies of the proxy statement and other documents filed
by the parties (when available), at the SECs Web site at
www.sec.gov or at Compellents Web site
at www.compellent.com/investors. The proxy statement and such other documents may also be
obtained, when available, for free from Compellent by directing such request to Investor Relations,
7625 Smetana Lane, Eden Prairie, MN 55344-3712, telephone: (952) 294-3300.
Compellent, Dell and their respective directors, executive officers and other members of management
and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies
from Compellents stockholders in connection with the proposed transaction. Further, such persons
may have direct or indirect interests in the Merger due to, among other things, securities
holdings, pre-existing or future indemnification arrangements, vesting of equity awards, or rights
to severance payments in connection with the Merger. Information concerning the interests of these
persons will be set forth in the proxy statement relating to the transaction when it becomes
available.
Statements in this press release that relate to future results and events are forward-looking
statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 based on
Dell and Compellents current expectations regarding the merger transaction. Actual results and
events in future periods may differ materially from those expressed or implied by these
forward-looking statements because of a number of risks, uncertainties and other factors. There can
be no assurances that a transaction will be consummated. Other risks, uncertainties and assumptions
include the possibility that expected benefits may not materialize as expected; that the
transaction may not be timely completed, if at all; that, prior to the completion of the
transaction, if at all, Compellents business may experience significant disruptions due to
transaction-related uncertainty or other factors that the parties are unable to successfully
implement integration strategies; and other risks that are described in Dells Annual Report on
Form 10-K for the fiscal year ended January 29, 2010 and in its subsequently filed SEC reports and
Compellents Annual Report on Form 10-K for the year ended December 31, 2009 and in its
subsequently filed SEC reports. Neither Dell nor Compellent undertakes any obligation to update
these forward-looking statements except to the extent otherwise required by law.
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