Tópico: [EN] Dell negocia compra da EMC
08-10-2015, 17:28 #1
[EN] Dell negocia compra da EMC
Dell is in talks with banks to fund a takeover of data storage company EMC
Dell would offer more than $27 per share for EMC
By Greg Roumeliotis and Lehar Maan
(Reuters) - Dell Inc is in talks with banks to fund a takeover of data storage company EMC Corp (NYSE:EMC), sources familiar with the matter said, as the world's No.3 PC maker looks to beef up its cloud-based offerings for corporate customers.
The potential acquisition of EMC, which has a market capitalization of $52 billion, would be the largest technology sector deal on record.
It could help Dell diversify away from the stagnant personal computer market and give it the scale to attack the faster-growing and more lucrative market for managing and storing data for enterprises.
"Dell and EMC are increasingly competing with the likes of Amazon (NASDAQ:AMZN), Google (NASDAQ:GOOGL), Microsoft, and others that have deep pockets. Becoming larger would make Dell and EMC of greater strategic importance to their customers," said technology analysts at Jefferies, in a note to clients. "Secondly, a combination would allow Dell and EMC to provide a more complete private cloud stack."
Dell and EMC declined to comment.
EMC's shares rose 4.3 percent to $27.07 on the New York Stock Exchange. Shares of VMware Inc, the 'virtualization' software company majority owned by EMC, fell 6.2 percent.
Analysts said an offer of at least $30 per share would be required, which would put the deal price at about $58 billion. Sources told Reuters it was too soon to talk about price.
Dell has made progress in securing financing for the deal, despite a choppy corporate debt market, sources told Reuters.
One banker, who worked on Dell's $25 billion deal to go private two years ago, said the company could raise the $40 billion or so it would need to carry out the deal.
"They could carve it out, do dollars and euros and also get private financing," said the banker, who asked not to be named. Private equity firm Silver Lake and Microsoft Corp (NASDAQ:MSFT), which both invested in Dell's buyout two years ago, could be tapped for more financing, the banker said.
Any deal would include EMC's stake of about 80 percent in VMWare, which alone is worth about $28 billion, the sources said. VMware's software 'virtualizes' computer programs and data so they can run on any screen, a service much in demand from big business.
Some on Wall Street doubted that Dell's daring move, only two years after taking on mountains of debt in its buyout, would go ahead.
"We don't think that Dell has the financial capacity to buy EMC, even if EMC were to spin-out (VMWare)," Bernstein analyst Toni Sacconaghi wrote in a research note.
Dell - which has about $12 billion in debt, according to Sacconaghi - went private in 2013 in a deal worth $25 billion, less than half EMC's current market capitalization.
Sacconaghi's concerns were echoed by Wells Fargo (NYSE:WFC) analyst Maynard Um.
"The key question is whether Dell could raise the capital needed to take out EMC," Um said.
EMC UNDER PRESSURE
An acquisition of EMC would strengthen Dell's presence among corporate customers at a time when founder Michael Dell is trying to transform his three-decade old PC company into a provider of complete enterprise computing services to compete with companies such as Hewlett-Packard Co and IBM (NYSE:IBM) Corp.
EMC has been under pressure from Elliott Management Corp to spin off VMware. The activist investor has said EMC's structure of combining several businesses obscures "enormous" value.
Macquarie's Ghai said that while a deal with Hewlett-Packard could unlock more cost synergies for EMC shareholders than one with Dell, he would not be surprised if Dell undertook a tax-free spinoff of VMWare after buying EMC.
Such a structure would also fall in line with Elliott's demands, Ghai added.
Long-running merger talks between Hewlett-Packard and EMC broke down last year over financial terms and fear that shareholders of both companies would reject the deal, the Wall Street Journal reported at the time. HP and EMC did not acknowledge then that they were in talks.
The Wall Street Journal first reported on Wednesday that Round Rock, Texas-based Dell and Hopkinton, Massachusetts-based EMC were in talks.
Up to Wednesday's close, EMC's stock had fallen 12.7 percent this year, while VMWare's shares were flat.
The biggest technology deal to date is Avago Technologies Ltd's $37 billion offer for fellow chipmaker Broadcom Corp (NASDAQ:BRCM), announced in May.
08-10-2015, 22:34 #2
How and Why Dell Could Buy EMC
In what could be the biggest technology deal ever, Dell Inc. and private-equity firm Silver Lake are in advanced talks to buy EMC Corp., MoneyBeat colleagues Liz Hoffman, Dana Mattioli and Joann Lublin reported last night.
Such a deal would come roughly two years after Dell was taken private in a leveraged buyout valued at nearly $25 billion.
The deal, according to WSJ, could be announced within a week (and, as always, could fail to materialize). MoneyBeat took a stab at answering the many questions swirling around what a deal would mean for Dell, EMC and its 80% stake in VMware Inc.
EMC has been feeling the heat from investors for awhile, as its business of selling storage hardware to businesses has been struggling. The company said late last year that it was exploring strategic options, and EMC’s Oct. 21 quarterly earnings report was seen by many as a soft deadline for a big announcement.
In January, EMC struck a deal with Elliott Management Corp.–which took a roughly 2% stake in EMC last year–that gave the activist hedge fund a say on two board picks in exchange for a pledge that it would stop publicly pressuring the company. That agreement expired in September. Meanwhile, EMC Chief Executive Joe Tucci, one of the longest-serving technology CEOs, has pushed back his retirement as questions have swirled around the company’s succession plans.
FBR analyst Daniel Ives wrote: “We believe the clock may have finally struck twelve for Mr. Tucci and EMC’s board as the company ultimately faces the tough decision to split the company or merge with another mature, troubled tech behemoth.”
Many analysts think that Hewlett-Packard Co., with which EMC has held off-and-on merger talks, would have been a better fit. But H-P is now busy with its own split and is unlikely to be a buyer in the near-term. Several analysts came out Thursday morning questioning the integration risks in such a combination.
What does it mean for VMWare?
It’s not entirely clear, but investors are wary. VMWare’s stock fell nearly 5% Thursday on the news, while EMC’s stock was up as much as 8%.
EMC appears to have struck one of the best deals of all time with its $625 million acquisition of VMWare in 2003. EMC took it public in 2007, selling a minority stake. EMC’s current stake in VMWare is now valued at nearly $27 billion.
Last year, Elliott urged the company to spin off VMWare. EMC operates it various businesses through a structure it calls “the Federation,” allowing each one to operate fairly independently. EMC’s management has argued that the units should stay together, citing existing cost and revenue synergies and the potential for more.
How will Dell finance the deal?
It’s a tricky market right now to get financing for a deal, particularly one the size of EMC. Several analysts cited Dell’s $12 billion in debt from its leveraged buyout as another hurdle.
Toni Sacconaghi, an analyst at Bernstein, predicts that Dell does not have the financial capacity to buy EMC, even if EMC spins off VMWare. “Even spinning out VMware, Dell would likely have to pay $25 billion+ for EMC to ensure a premium for EMC shareholders, which we believe would be financially very difficult to do.”
One way to get it down, Mr. Sacconaghi posits, is if EMC spins out VMWare to its shareholders, and then EMC takes on leverage and uses its cash to pay a dividend to shareholders before a merger. EMC could then merge with Dell and retain a majority ownership of the new entity. That structure would be tax free to EMC, he said, but Dell would still hold a significant share of the new company.
What are the benefits of a deal?
Mr. Ives said that Dell and EMC could “aggressively go after the next generation storage and datacenter landscape in this land grab opportunity.”
Sterne Agee CRT analyst Alex Kurtz said the deal would give EMC a chance to restructure its so-called legacy architectures, which account for between 30% and 40% of the company’s storage revenue. But growth in these systems is largely flat. EMC would get access to Dell’s 18% market share in servers, which would help the combined companies create a vertically integrated platform to sell to its customers. Moreoever, EMC would get access to Dell’s better sales channel for small- and medium-sized business and state and local governments, Mr. Kurtz said.
Wells Fargo & Co. analyst Maynard Um said that Dell may be seeking to transform more quickly from a computer business to an enterprise-oriented company, and EMC would help the company do that.
Beyond financing, Mr. Kurtz said that EMC’s board might worry about whether the company could retain its sales force. There’s new competition for salespeople among some of the newer cloud-based competitors like Pure Storage, Nutanix and Tintri. Dell’s storage portfolio could be seen as redundant, and the new company might have to take restructuring costs related to it.
Mr. Tucci, EMC’s CEO, has discussed the need for consolidation in the tech-storage industry, but Mr. Sacconaghi said it’s unclear whether Dell is the right partner for EMC. A combination of the two would drag down EMC’s gross margins and would dilute its revenue growth rate, he predicted.
08-10-2015, 22:38 #3
A Dell-EMC deal doesn't make sense. Here's why
The closer you look at the synergies between these two tech giants, the more you’ll be confused.
The technology industry is atwitter this week over news that EMC and Dell, two landmark technology companies, are reportedly in talks to consummate what could be one of the largest tech mergers of all time.
Hopkinton, Mass.-based EMC, a 36-year-old industry fixture that makes data, and storage products for businesses, has a market value of about $50 billion. Round Rock, Texas-based Dell, which rose to prominence in the 1990s thanks to its cheap, customizable laptops, went private in 2013 for $24.4 billion.
Since the news emerged late on Wednesday, there have been many questions about the financial details of the reported deal—how, for instance, it could happen in the first place. (Dell has about $12 billion in debt.) Another question? Why two aging technology companies would seek to bind themselves together to endure the winds of technological change. (Put another way: If you throw two bricks together, will they float?)
Both companies were darlings of the first big technology boom in the 1990s: Dell sold PCs; EMC sold corporate storage systems. As the computing market shifted, both companies expanded into new areas. While Dell still sells laptops, displays, and servers, it also sells security services, cloud management software, and business integration services. Investment in those areas has accelerated since 2010, the year Dell bought Boomi, a company that manages services between clouds. Since taking the company private in 2013, Dell has struck partnerships with a host of cloud providers, talked up so-called converged architectures, and created private clouds for its own customers.
EMC meanwhile has focused on high-end enterprise storage equipment that’s less threatened by the cloud computing revolution. It has also made key investments in new business areas, such as its 2004 acquisition of VMware, which makes the virtualization software that gave rise to cloud computing in the mid-2000s, its 2010 acquisition of Greenplum, which made data warehouse software, and the 2013 launch of Pivotal, which makes data analytics software. EMC’s “federation” business model—traditional EMC at its center; VMware (which went public in 2007 and now has a market cap of about $34 billion), RSA and Pivotal orbiting it—has been applauded for allowing the parent company to reap the benefits of the newer companies’ success without impeding their innovation. In more recent years investors such as Elliot Management have looked to break it up in the interest of extracting more value.
So why pair Dell and EMC?
For EMC’s part, Dell is simply an attractive buyer—especially if Hewlett-Packard didn’t bite and Cisco is unlikely to. In the world of big IT equipment providers, Dell is the last man standing, one reason that the company may appeal to EMC and its bankers.
For Dell’s part, EMC offers additional assets in storage, security, and data analytics, thanks to Pivotal. Dell lacks EMC’s clout in the enterprise storage business, a credit to EMC’s VNX enterprise storage arrays, and that is desirous to the folks in Round Rock. EMC’s storage products are an additional boon to Dell’s strategy if the latter company decides that it wants to become what people in the industry call a “converged infrastructure provider”—in other words, a provider of all-in-one boxes that offer networking, storage and computing. Cisco pioneered the concept with its Unified Computing System servers; HP followed suit. Here, Dell has put a toe in the water with last year’s deal with Nutanix, but there otherwise hasn’t been much progress on that front.
There’s one catch for Dell, though: VMware. The company’s growth has been slowing as its customers increasingly choose “open source” alternatives that promise to be cheaper and more versatile than proprietary options. And one of the companies pushing open networking happens to be Dell, making VMware integration at odds with the Texas company’s ethos.
So if you’re Dell, and you’re in the market to buy EMC, there’s a lot to like in that company’s portfolio. (And we haven’t even mentioned the computer security company RSA.) But does it all add up enough to justify tens of billions of dollars for the entire package? Probably not. And nothing about such a deal addresses the existential plight of both companies: a future where their core businesses (and profit centers) are under attack and facing almost certain decline.
And that’s why technologists are still scratching their heads.
08-10-2015, 22:48 #4
Debt Markets Hold Key to Dell’s Bold EMC Bid
Acquisition to require massive amount of debt
By Dana Cimilluca, Don Clark and Dana Mattioli
Oct. 8, 2015 8:07 p.m. ET
Michael Dell is pressing ahead with partner Silver Lake on a $50 billion-plus acquisition of data-storage giant EMC Corp., people familiar with the matter said, a bold but risky deal that would require massive debt financing at a time when credit markets have become less hospitable to mergers.
Negotiations have advanced and could produce an agreement by next week, the people said. A merger of that size would be the largest ever in the technology industry, and Dell and Silver Lake are in talks to secure a debt package that could top $40 billion to fund it, one of the people said.
The recent rebound in markets has added urgency to the talks. Dell and its advisers have been grappling in recent days with how to finance the takeover at a time when markets are volatile and debt investors have balked at a number of recent takeover-related offerings, another person said. They are eager to get the deal done before credit tightens further, the person said, and the improved climate has given them an opening.
The deal would mark an attempt by Mr. Dell to craft a future for a company caught between the shift toward mobile devices such as Apple Inc.’s iPhone and fierce competition among providers of storage capacity and computing power. A merger in theory could transform the PC and server specialist Mr. Dell took private two years ago into a one-stop shop capable of serving a full range of corporate computing needs.
A combined Dell-EMC would encompass computing, networking and storage—both hardware and software—giving it the breadth to compete more effectively with larger companies such as International Business Machines Corp., Hewlett-Packard Co., Cisco Systems Inc. and Oracle Corp.
“Dell and EMC would be a tech behemoth,” said Daniel Ives, an analyst at FBR Research. “It would change the landscape of enterprise computing.”
A deal wouldn’t answer all of the questions facing Dell or EMC. Some close watchers of the tech scene feel that finding ways to unlock stock-market value may outweigh any potential business benefits to the companies.
To cover the cost of a deal, closely held Dell and Silver Lake may also need to come up with as much as $20 billion themselves, which they would likely do in part by selling shares in EMC’s VMware Inc. unit, the people said.
VMware, which helped develop software that makes corporate data centers more efficient, is seen as the crown jewel of the transaction. EMC currently owns roughly 80% of VMware, which has a market capitalization of about $32 billion. Dell would likely hold on to a controlling stake after any sales, the people said.
A merger with EMC would help Dell exploit a trend toward selling bundles of hardware components together, known as converged infrastructure, which eases the need for companies to assemble and test technology combinations themselves. EMC helped pioneer that tactic in a joint venture with Cisco, which now supplies networking and computing gear sold along with EMC storage gear.
An acquisition of EMC would also give the company’s new owners a chance to turn around its lackluster performance in recent years outside the glare of public shareholders, much like Dell was. EMC shares rose 4.7% on news of the possible deal Thursday to $27.18. Still, the stock is up 37% in the past five years, versus a 76% gain in the S&P 500.
Mr. Dell, who founded his company in his college dorm room in 1984, pioneered direct sales of computers based first on phone calls and later the Web. The company later branched into servers, the mainstay computers used to manage corporate operations, and more recently acquired storage and networking businesses.
Both Dell and EMC rely heavily on sales of hardware for corporate data centers, a business expected to gradually decline as more operations are outsourced to cloud-computing services operated by the likes of Amazon.com Inc. and Microsoft Corp., said Toni Sacconaghi, an analyst at Sanford C. Bernstein.
Spokesmen for Dell and EMC declined to comment on the deal talks, first reported by The Wall Street Journal on Wednesday.
This has been a banner year for takeovers, one that has been characterized by megadeals like Dell-EMC. There have been nearly $3.4 trillion of mergers and acquisitions struck world-wide so far this year, according to Dealogic, putting 2015 on pace to possibly be the best year ever for deal making.
Should credit investors willingly fund an EMC takeover, it would bode well for other deals and could be a sign that the surge in M&A will continue.
Dell and Silver Lake, which helped take the PC and server maker private in a $25 billion leveraged buyout in 2013, have assembled a group of lenders including J.P. Morgan Chase & Co., Bank of America Corp. and Credit Suisse Group to help them secure the debt portion of the deal, the people said. The banks would provide a bridge loan that could later be replaced by investment-grade bonds and syndicated loans, one of the people said.
Following record or near-record debt issuance in recent years that supported the M&A surge, credit investors have lately become more fickle. In late September, J.P. Morgan cut a planned high-yield bond sale backing Altice NV’s purchase of Cablevision Systems Corp. by $1.5 billion, making up the difference by selling more debt in the loan market. Leveraged loans are viewed as safer than bonds because they are secured by corporate assets. More recently, Goldman Sachs Group Inc. and J.P. Morgan struggled to sell $1.2 billion of loans backing the leveraged buyout of online clothing retailer FullBeauty Brands, investors said this week.
One thing working in Dell’s favor as it seeks to cobble together the outsize debt package is EMC’s relatively limited debt load and its investment-grade credit rating. The Hopkinton, Mass., company, had just $7.4 billion of debt and $7.7 billion of cash at the end of June. Dell, meanwhile, had $11.7 billion in debt as of mid-September, according to FactSet, and is junk-rated from both Standard & Poor’s and Moody’s Investors Service.
Mr. Dell and Egon Durban of Silver Lake are likely to sell as much as $10 billion of shares in VMware, which could leave them with just over 50% of the software provider; roll over their combined stake in Dell and between them and possibly others come up with another roughly $5 billion of cash, one of the people said.
The talks come at a delicate moment for Dell. A trial concludes Thursday in a Delaware court over whether Mr. Dell and Silver Lake paid a fair price when they took the company private. Former stockholders with claim to about 37 million shares have argued the company was worth roughly double the $13.75-a-share buyout price—a figure Dell rejects, citing headwinds facing its PC business and the risks surrounding its shift toward more-profitable areas.
At the high end, the difference amounts to more than $500 million, although a dispute over whether certain shareholders are eligible could reduce that. If Dell is forced to make a large payment, it could make its efforts to pay for EMC that much more difficult.
—Shira Ovide and Liz Hoffman
contributed to this article.
09-10-2015, 09:15 #5
Eu estou entre os que não veem sentido para essa fusão; a Dell é muito mais "lean" do que a inchada EMC.
09-10-2015, 09:56 #6
Sem entrar no mérito do preço e endividamento, para mim faz sentido Dell+EMC. Já HP+EMC penso que seria desastroso.
09-10-2015, 15:46 #7
PC Sales Plummet in Q3
Gartner and IDC laid the blame lackluster PC shipments largely on currency exchange rates. The price increases impacted mostly PC sales in Europe, the Middle East, Japan and Latin America.
10/9/2015 12:30 PM EDT
SAN FRANCISCO—As expected, PC shipments declined sharply in the third quarter despite the launch of Microsoft’s Windows 10 operating system, according to market research firms Gartner Inc. and International Data Corp. (IDC).
Gartner (Stamford, Conn.) and IDC (Framingham, Mass.) laid the blame lackluster PC shipments largely on currency exchange rates, with the appreciation of the U.S. dollar leading to an increase in global PC prices of around 10% through the course of the year.
But the research firms also blamed continued soft demand for PCs among enterprises and consumers. As expected, the launch of Windows 10 had little impact on PC sales, largely because Microsoft is allowing users to upgrade their existing PCs to Windows 10 at no cost, unlike previous Windows OS rollouts.
Gartner projected that PC shipments declined by 7.7% in the third quarter compared with the third quarter of 2014. IDC pegged the decline at 10.8% year-over-year.
Jay Chou, research manager for IDC’s worldwide PC tracker, said through a statement that the third quarter shipment contraction was expected, but that the firm remains optimistic about future shipments. “While PC shipments will be hampered in the short run by the availability of a free upgrade to Windows 10, the improved PC experience across user segments should drive longer-term demand for new PC hardware that is expected help stabilize the market in 2016 and beyond,” Chou said.
Gartner said the “silver lining” despite the grim third quarter shipment numbers was that its personal technology survey indicated that 50% of consumers plan to buy a new PC within the next 12 months, compared with 21% planning to buy a new tablet. The rise in tablets has been a primary reason for sluggish PC sales over the past several years. But tablet shipments are on the wane, and some analysts believe they have peaked.
"This change in consumer preferences toward PCs was visible in the preliminary data, as we saw positive growth in U.S notebook and premium ultramobile shipments," said Mikako Kitagawa, principal analyst at Gartner.
Kitagawa predicted that a soft recovery in PC sales would begin in the fourth quarter as more systems that have Windows 10 begin to appear. “In the meantime, PC manufacturers should adjust configurations for 2016 without the impact of price hikes seen in 2015, which will lead into more stable market conditions in the upcoming year,” Kitagawa said.
Kitagawa added that the price increases impacted mostly PC sales in Europe, the Middle East, Japan and Latin America. Third quarter PC sales in the U.S. and the Asia Pacific region were more stable, she said.
Lenovo remained the top PC vendor in the third quarter, with shipments, according to Gartner and IDC. While the firms estimated Lenovo’s PC shipments declined 4% to 5% in the third quarter, Lenovo nevertheless held 20% to 21% market share during the quarter, the research firms said.
Última edição por 5ms; 09-10-2015 às 15:53.
09-10-2015, 17:22 #8Dell's takeover offer for EMC is worth at least $30 per share, sources familiar with the offer told CNBC.
The deal could come as soon as early next week, the sources said.
Dell would maintain control of VMWare in any such deal.
Sources indicated Friday that Dell was still finalizing its financing.
October 9, 2015, 3:06 P.M. ET
EMC: Dell To Offer $30/Sh or More in Cash Plus VMW Tracking Stock, Says CNBC
By Tiernan Ray
Shares of storage equipment titan EMC are up 60 cents, or 2%, at $27.78, after CNBC’s David Faber this afternoon reported that he has been told that the rumored deal for Dell to buy the company “would be a payment of cash to EMC shareholders and a tracking stock of VMware,” referring to VMware, the software maker of which EMC owns 80%.
VMware shares are up $1.81, or 2%, at $79.11.
Said Faber, the tracking stock would be part of a total offer price of $30 per share for EMC:
That’s an important component of this potential deal. 81% of VMware is owned by EMC and sources familiar with the situation now indicate that dell would pay both cash and a tracking stock, a stock that would track the performance of the public equity of VMware, 90% of which trades, but which would be controlled by Dell in any deal. And so that, together with cash, I am told would add up to what is believed to be at least a deal worth $30 a share or more for EMC. I have not been able to pinpoint the exact price and of course, it will move around to a certain extent based on the value of VMWare, But most importantly, VMware would be controlled by Dell and it would potentially benefit from being part of the larger Dell/EMC as well, and a private company.
The question of whether Dell would take control of VMware, or spin it out, has been debated since the first reports of Dell’s interest surfaced in The Wall Street Journal late Wednesday.
Faber notes the big challenge to Dell to raise the requisite financing:
As I said, Dell is currently in the midst of trying to put together an enormous financing package for this deal. As I reported yesterday, that would include both high yield and potentially an investment grade secured offering of investment grade bonds as well. many banks involved in that effort. They [Dell and bankers] are going to be working through the weekend, and we may see a deal as soon as early next week. Perhaps not Monday, but perhaps in that time frame of let’s call it early next week.
Última edição por 5ms; 09-10-2015 às 17:31.
09-10-2015, 18:57 #9
12-10-2015, 00:02 #10