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8-K - FORM 8-K - COMPELLENT TECHNOLOGIES INC | f58161e8vk.htm |
EX-2.2 - EX-2.2 - COMPELLENT TECHNOLOGIES INC | f58161exv2w2.htm |
EX-2.1 - EX-2.1 - COMPELLENT TECHNOLOGIES INC | f58161exv2w1.htm |
Exhibit 99.1
Additional Disclosures to Stockholders Pursuant to the Terms of the MOU
1. Additional disclosures, to be added to the section titled The
Merger Background of the Merger beginning on page 15 of the Definitive Proxy Statement
filed by Compellent with the SEC on January 14, 2011 (the Definitive Proxy Statement).
October 21, 2010 Meeting between Chris Kleiman and Blackstone.
The Blackstone representative and Mr. Kleiman had both planned to attend the dinner, for
reasons unrelated to the potential strategic combination between Dell and Compellent.
Prior to the dinner, the Blackstone representative informed Mr. Soran of the fact that both
he and Mr. Kleiman were scheduled to attend the dinner and asked Mr. Soran whether he
should raise the topic of the potential strategic combination with Mr. Kleiman at the
dinner. Mr. Soran indicated to the Blackstone representative that he should raise the
topic with Mr. Kleiman. Mr. Kleiman also independently contacted the Blackstone
representative prior to the dinner and suggested that they meet prior to or after the
dinner. They agreed to meet, although prior to meeting, they did not discuss what topics
they would cover at their meeting.
December 9, 2010 Joint Press Release by Compellent and Dell.
On the afternoon of December 8, 2010, Mr. Soran called a special meeting of the board of
directors to discuss the press release contemplated by Dell. Representatives from Cooley,
Morgan Stanley and Blackstone and members of management were present. The advisors
discussed with the board of directors their views of the risks relating to the proposed
press release. During these discussions, the board of directors understood that if
Compellent did not agree to issue a joint release, Dell would issue the press release
alone. Dell stated that Compellents withdrawal from the Barclays conference had
increased the rumors and speculation of an acquisition of the Company by Dell, and if
Compellent felt that it did not believe it should be speaking publicly about its business,
in the absence of public disclosure regarding a potential merger, then Dell should not be
put in the position of having to speak to the public without disclosure of the status of
discussions with Compellent. In addition, Dell expressed to Compellents
financial advisors Dells belief that, because the trading price had run up based on
speculation that Compellent may be acquired and recent analyst reports on the stand-alone
value of Compellent in 2011 with target values as high as $40 per share, the lack of
accurate information in the market place would likely work to the detriment of many of the
concerned parties, including Compellents stockholders. The Compellent board of directors
also weighed the risk of pre-announcing a deal with Dell before the parties had agreed to
all material terms relative to the transaction and the risk of Dell potentially walking
away from the potential merger with Compellent, as a result of the run up in the trading
price of Compellents common stock. The board of directors instructed Mr. Soran, and
representatives of the financial and legal advisors, to try to make progress on the terms
and conditions of the proposed merger agreement that would create a reasonable amount of
certainty for Compellent that the deal would close before the board of directors made a
decision on the response to Dells request.
Compellents Consideration of Other Potentially Interested Parties before and after Dell Expressed Interest in Late August 2010.
Earlier in 2010, Compellent requested that Morgan Stanley and Blackstone mention Compellent
in discussions with larger companies in the data storage business or other appropriate
technology companies for the purpose of expanding market awareness of Compellent and its
product offerings in the course of Morgan Stanleys and Blackstones regular practice of
meeting with key players in the technology industry on a periodic basis. Other than Dell,
none of the companies that were contacted by either Morgan Stanley or Blackstone
subsequently indicated any interest in a strategic transaction with Compellent.
On September 24, 2010, Compellents board of directors held a special meeting with
representatives from Cooley, Morgan Stanley and Blackstone and members of management
present. At the meeting, the board of directors discussed the proposal from Dell and
determined that it needed additional time to consider the proposal and to assess whether
there were other potential parties interested in acquiring Compellent. A representative
from Cooley apprised the board of directors of their fiduciary duties in the context of a
potential acquisition. The board of directors determined that it would be appropriate for
Compellents financial advisors to reach out to a number of other strategic parties who the
financial advisors and management believed would be the most likely to have an interest in
acquiring Compellent due to the potential acquirers product needs or potential synergies
to determine whether any of these parties wanted to engage in acquisition discussions
before responding to the Dell proposal. None of the contacted parties expressed any
interest in pursuing strategic discussions (or any discussions) with Compellent, each
expressing different reasons, including, without limitation, recent acquisitions, internal
development strategies, existing product offerings in data storage and the difficult timing
of a potential transaction with Compellent given other strategic opportunities being
pursued by that party.
Cancellation of Compellents Attendance at a
Barclays Analyst Conference on December 8, 2010.
In August Compellent committed to attend an annual analyst conference being sponsored by
Barclays. Compellent subsequently commenced in-depth discussions with Dell. As the date
of the conference approached, Compellent, after consulting with counsel, determined that it
would not be advisable to attend the conference given the status of discussions with Dell
and the feasibility of management answering questions accurately without inappropriately
disclosing material non-public information about the potential transaction or fueling
further market speculation.
2. Additional disclosures, to be added to the section titled The Opinions of Compellents Advisors
Opinion of Morgan Stanley General beginning on page 33 of the Definitive Proxy Statement.
Other Services Provided by Morgan Stanley to Compellent or Dell and the Corresponding Fees.
With respect to services that Morgan Stanley had performed for Dell since January 1, 2008,
such services consisted of strategic advice that Morgan Stanley
provided to Dell with respect to certain actual and/or potential mergers or acquisitions
and financing and financing services that Morgan Stanley provided to Dell. Morgan
Stanleys aggregate fees received from Dell during this period were approximately $12.6
million.
With respect to services that Morgan Stanley had performed for Compellent since January 1,
2008, such services included (among others) assistance with a secondary public stock
offering in 2009 (Morgan Stanley had also been the lead banker for Compellents initial
public offering in 2007). Morgan Stanley received aggregate fees from Compellent in those
two preceding years approaching (but less than) $2 million.
3. Additional disclosures, to be added to the section titled The Opinions of Compellents Advisors
Opinion of Blackstone Miscellaneous on page 43 of the Definitive Proxy Statement.
Other Services Provided by Blackstone to Compellent or Dell.
During the two years prior to being retained for the Transaction, neither Compellent nor
Dell retained Blackstone for any services or paid any compensation to Blackstone.
Notwithstanding the foregoing, representatives of Blackstone, during those two years, in
the ordinary course of their business, regularly met with or contacted representatives of
Dell, Compellent and other companies in the storage technology industry and related
industries to discuss, among other things, market conditions, potential strategic
transactions, takeover preparedness and related strategies, and other matters relating to
the companies products, market positioning, and prospects.