Item 2.01. Completion of Acquisition or Disposition of Assets.
On November 3, 2009, Dell Inc., a Delaware corporation ("Dell"), completed
its acquisition of all of the outstanding shares of the Class A common stock,
par value $0.01 per share (the "Shares"), of Perot Systems Corporation, a
Delaware corporation ("Perot Systems"), in accordance with the terms of the
previously announced Agreement and Plan of Merger (the "Merger Agreement"),
dated September 20, 2009, as amended, by and among Dell, DII - Holdings Inc., a
Delaware corporation and indirect, wholly owned subsidiary of Dell (the
"Purchaser"), and Perot Systems.
Dell's acquisition of the Shares was structured as a two-step transaction,
consisting of a tender offer by the Purchaser for the Shares at a price of
$30.00 per Share (the "Offer Price"), without interest thereon and less any
applicable withholding or stock transfer taxes, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated October 2, 2009, and in
the related Letter of Transmittal, each, as amended and supplemented from time
to time, filed by Dell and the Purchaser with the Securities and Exchange
Commission on October 2, 2009 (the "Offer"), followed by the merger of the
Purchaser with and into Perot Systems, with Perot Systems surviving as an
indirect, wholly owned subsidiary of Dell (the "Merger").
The Offer expired at 12:00 midnight, New York City time, on Monday,
November 2, 2009. Based upon information provided by BNY Mellon Shareowner
Services, the depositary for the Offer, approximately 108,774,629 Shares were
validly tendered and not properly withdrawn prior to the expiration of the
Offer, representing approximately 87.7% of the Shares outstanding as of
November 2, 2009. The depositary also informed Dell that it received commitments
to tender 3,961,266 additional Shares under the guaranteed delivery procedures
for the Offer. On November 3, 2009, the Purchaser accepted for payment all
validly tendered and not properly withdrawn Shares (including Shares tendered to
the depositary pursuant to the Offer's guaranteed delivery procedures) and will
promptly make payment for such Shares in accordance with the terms and
conditions of the Offer and applicable law. On November 3, 2009, Dell issued a
press release announcing the successful completion of the Offer, a copy of which
is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Following the Purchaser's acceptance for payment of all validly tendered and
not properly withdrawn Shares on November 3, 2009, pursuant to the terms of the
Merger Agreement, the Purchaser merged with and into Perot Systems in accordance
with the provisions of Delaware law that authorize the completion of the Merger
as a "short form" merger without a vote or meeting of the stockholders of Perot
Systems. In order to complete the Merger as a "short form" merger under Delaware
law, on November 3, 2009 the Purchaser exercised its "top-up" option pursuant to
the Merger Agreement, which permitted it to purchase additional Shares directly
from Perot Systems for $30.00 per Share, the same price paid in the Offer. In
the Merger, each Share not purchased in the Offer (other than shares held in
treasury or reserved for issuance by Perot Systems and Shares held by Dell or
the Purchaser or direct or indirect subsidiaries of Dell or Perot Systems, all
of which were cancelled and extinguished, and Shares held by stockholders who
validly exercise their appraisal rights under Delaware law) was converted into
the right to receive in cash the Offer Price, without interest thereon and less
applicable withholding or stock transfer taxes. Following the Merger, Perot
Systems became an indirect, wholly owned subsidiary of Dell. The foregoing
summary description of the Merger Agreement does not purport to be complete and
is qualified in its entirety by reference to the terms of the Merger Agreement,
as amended by the First Amendment to the Merger Agreement, copies of which are
referenced as Exhibit 2.1 and Exhibit 2.2 hereto, respectively, and incorporated
herein by reference.
Dell's estimated cost to acquire Perot Systems and to pay all related fees
and expenses was approximately 4.2 billion.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
No financial statements are required by Item 9.01(a) of Form 8-K.
(b) Pro Forma Financial Information.
No financial statements are required by Item 9.01(b) of Form 8-K.
(d) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated September 20, 2009, by and among
Dell Inc., DII - Holdings Inc. and Perot Systems Corporation
(incorporated by reference to Exhibit 2.1 to Dell's Current Report on
Form 8-K filed on September 21, 2009). (Pursuant to the rules of the
U.S. Securities and Exchange Commission, the schedules and similar
attachments to the agreement have not been filed herewith. The
registrant agrees to furnish supplementally a copy of any omitted
schedule or attachment to the Commission upon request.)
2.2 First Amendment, dated September 30, 2009, to Agreement and Plan of
Merger, dated September 20, 2009, by and among Dell Inc., DII - Holdings
Inc. and Perot Systems Corporation (incorporated by reference to
Exhibit 2.1 to Dell's Current Report on Form 8-K filed on October 1,
2009).
99.1 Press release, issued by Dell Inc., dated November 3, 2009 (incorporated
by reference to Exhibit (a)(5)(G) to Amendment No. 7 to Schedule TO
filed by Dell Inc. and DII - Holdings Inc. with the Commission on
November 3, 2009).
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