Dell Set To Announce $50B EMC Takeover

LONDON -- In what would be one of the largest tech deals of all time, Dell Inc. is expected to announce a takeover of data storage company EMC Corp. Monday in a deal that could be worth up to $65 billion.

The takeover, which would be among the largest in the technology industry for a decade, is set to be announced by Hopkinson, Massachusetts-based EMC at 7 a.m. EDT, following last-minute talks between the two companies over the weekend. Dell has also been talking to banks about raising the $40 billion in debt needed to finance the deal that would create a company worth somewhere in the region of $75 billion.

According to sources speaking to Reuters, EMC has negotiated a so-called "go-shop" provision to be included in the deal, which would allow it to seek alternative offers while paying a discounted break-up fee to Dell should a better offer present itself. This is thought to be unlikely, however, as the companies that could potentially make such an offer -- IBM, Cisco, HP and Oracle -- are not likely to do so.

The exact value of the deal is unclear at this point. Recode reported that a share price of between $27 and $28 has been agreed upon, while Fortune put the value of the deal at $33 a share. Bloomberg, on the other, hand suggested the price would be just above $25 a share.

Both Fortune and Bloomberg said the deal will be primarily paid for in cash. Dell will also offer EMC shareholders a special stock that tracks the market value of VMWare, the cloud software company in which EMC is the majority shareholder. The so-called tracking stock is thought to be worth between $7 and $8 per EMC share. The New York Times, which spoke to founder Michael Dell, said the deal will be worth $33.15 per share, including $9.10 in VMWare tracking stock.

VMWare is partially traded on the New York Stock Exchange and EMC's 81% stake is valued at $27 billion, meaning it makes up the bulk of the company’s value.

EMC’s shares had risen to almost $29 in aftermarket trading over the weekend, having closed at $27.86 Friday. One potential stumbling block is activist investment group Elliot Management, which is EMC's seventh largest shareholder, but was not involved in any of the negotiations to date. The group's support for any proposed deal is seen as crucial to its success.

Once the world’s largest computer maker, Dell was taken private by founder Michael Dell in late 2013 in a deal worth $25 billion. Dell has looked to move away from the consumer PC market in recent years, transforming itself into an IT services company and many see the merger with EMC as a natural progression of this change.

The purchase of EMC would allow Dell to compete in the high-end data storage market against rivals like HP. However, as companies move away from relying on their own data storage and shift to cloud, there is concern that demand for EMC’s products would dry up.