The special meeting will be held at 10:00 a.m. Attendance at the special meeting will be limited as more fully described in the accompanying proxy statement/prospectus.ĮMC shareholders are cordially invited to attend the special meeting of EMC shareholders. The shares of EMCĬommon stock are listed on the New York Stock Exchange, referred to as the NYSE, under the trading symbol ∾MC. Denali will apply for listing of the Class V Common Stock on the NYSE under the symbol ∽VMT. The shares of Class VĬommon Stock will begin trading following the completion of the merger.ĮMC will hold a special meeting of its shareholders to vote onĬertain matters in connection with the proposed merger. Such economic interest in the VMware business following the completion of the merger, but there can be no assurance that the market price of the Class V Common Stock will, in fact, reflect the performance of such economic interest. The Class V Common Stock is intended to track the performance of (assuming EMC shareholders either are not entitled to or do not properly exercise appraisal rights) are intended to track and reflect the economic performance of the Class V Group, which would initially have attributed to it approximately 65% ofĮMCs current economic interest in the business of VMware, Inc., referred to as VMware, which currently consists of approximately 343 million shares of VMware common stock. The approximately 223 million shares of Class V Common Stock issuable in the merger Number of shares of EMC common stock issued and outstanding immediately prior to the effective time of the merger, plus cash in lieu of any fractional shares. If the merger is completed, EMC shareholders will receive, in exchange for each share of EMC common stock owned immediately prior to the merger, (1) $24.05 in cash, without interest, and (2) a number of validly issued, fully paidĪnd non-assessable shares of common stock of Denali designated as Class V Common Stock, par value $0.01 per share, equal to the quotient (rounded to the nearest five decimal points) obtained by dividing (A) 222,966,450 by (B) the aggregate MERGER PROPOSALYOUR VOTE IS VERY IMPORTANTĬorporation, referred to as EMC, and Denali Holding Inc., referred to as Denali, have entered into an Agreement and Plan of Merger, dated as of October 12, 2015, as amended by the First Amendment to Agreement and Plan of Merger, dated as of Mayġ6, 2016, referred to collectively as the merger agreement, under which a wholly owned subsidiary of Denali will be merged with and into EMC, and EMC will continue as a wholly owned subsidiary of Denali, which transaction is referred to as the Number, or the Form or Schedule and the date of its filing.įorm, Schedule or Registration Statement No.: Identify the previous filing by registration statement Proposed maximum aggregate value of the transaction:įee paid previously with preliminary materials.Ĭheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Title of each class of securities to which the transaction applies:Īggregate number of securities to which the transaction applies: Payment of Filing Fee (Check the appropriate box):įee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) (Name of Registrant as Specified in Its Charter) Registrant x Filed by a Party other than the Registrant ¨Ĭonfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Proxy Statement Pursuant to Section 14(a) of the
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