Posts Tagged ‘proposed merger’

PAREXEL International Enters Definitive Agreement to Be Acquired by Pamplona Capital Management for $88.10 Per Share in Cash | Business Wire

BOSTON & NEW YORK–(BUSINESS WIRE)–PAREXEL International Corporation (NASDAQ: PRXL), a leading global

biopharmaceutical services provider, and Pamplona Capital Management,

LLP (Pamplona) today announced that they have entered into a definitive

agreement under which Pamplona will acquire all of the outstanding

shares of PAREXEL for $88.10 per share in cash in a transaction valued

at approximately $5.0 billion, including PAREXEL’s net debt.

The purchase price represents a 27.9% premium to PAREXEL’s unaffected

closing stock price on May 5, 2017, the last trading day prior to

published market speculation regarding a potential transaction involving

the Company; a 38.5% premium to the unaffected 30-day volume weighted

average closing share price of PAREXEL’s common stock ended May 5, 2017;

and a 23.3% premium to the Company’s undisturbed 52-week high.

“Today’s announcement is the culmination of a comprehensive review of

the opportunities available to the Company, including interest solicited

and received from multiple parties with the assistance of independent

financial and legal advisors. Having considered these opportunities, the

PAREXEL Board of Directors unanimously determined that this all-cash

transaction and the significant, certain value it provides is in the

best interest of PAREXEL shareholders, as well as our company,” said

Josef von Rickenbach, Chairman and Chief Executive Officer of PAREXEL.

“PAREXEL benefits from a strong operating foundation with expertise and

resources to support our clients in their clinical trials around the

world. However, as our results over the past year show, the market for

biopharmaceutical services is evolving. We believe the more flexible

corporate structure afforded by this transaction will better position us

to advance PAREXEL’s strategy in light of these realities and to shape

the Company to best capitalize on our exciting market opportunities.”

Mr. von Rickenbach continued, “Pamplona has significant experience in

the pharmaceutical and healthcare industries, and we are pleased to have

their support as we work to realize the long-term opportunity for

PAREXEL. This transaction and the meaningful value it delivers for our

shareholders is a testament to the 19,600 employees who help our clients

advance the development and commercialization of new medical therapies

worldwide, and we will remain focused on providing our clients with the

service and support that have long set PAREXEL apart.”

Jeremy Gelber, M.D., Partner at Pamplona, said, “We have great respect

for the global leadership that Josef and the talented employees at

PAREXEL have built. We are excited to partner with a company and a team

that have a strong track record in helping to successfully navigate the

complexities innate to the biopharmaceutical industry and bring new

therapies to market.”

The transaction is not subject to a financing condition. Bank of America

Merrill Lynch and J.P. Morgan Chase Bank, N.A. have provided committed

financing for the transaction.

The transaction is expected to close early in the fourth quarter of

2017, subject to the approval of a majority of PAREXEL shareholders and

the satisfaction of other customary closing conditions.

PAREXEL expects to hold a Special Meeting of Shareholders to consider

and vote on the proposed agreement with Pamplona as soon as practicable

after the mailing of the proxy statement to shareholders.

The PAREXEL Board of Directors unanimously approved the transaction and

intends to recommend that all PAREXEL shareholders vote to approve the

agreement with Pamplona.

Upon the completion of the transaction, PAREXEL will become a privately

held company and shares of PAREXEL’s common stock will no longer be

listed on any public market.

Goldman Sachs & Co. LLC is acting as financial advisor to PAREXEL, and

Goodwin Procter LLP is serving as legal counsel.

Perella Weinberg Partners LP is acting as financial advisor to Pamplona,

and Kirkland & Ellis LLP is serving as legal counsel.

About PAREXEL International

PAREXEL International Corporation is a leading global biopharmaceutical

services company, providing a broad range of expertise-based clinical

research, consulting, medical communications, and technology solutions

and services to the worldwide pharmaceutical, biotechnology and medical

device industries. Committed to providing solutions that expedite

time-to-market and peak-market penetration, PAREXEL has developed

significant expertise across the development and commercialization

continuum, from drug development and regulatory consulting to clinical

pharmacology, clinical trials management, and reimbursement. PAREXEL

Informatics provides advanced technology solutions, including medical

imaging, to facilitate the integrated clinical development and

regulatory information management process. Headquartered near Boston,

Massachusetts, PAREXEL has offices in 86 locations in 51 countries

around the world, and has approximately 19,600 employees. For more

information about PAREXEL International visit www.PAREXEL.com.

PAREXEL and PAREXEL Informatics are trademarks or registered trademarks

of PAREXEL International Corporation or its affiliates. All other

trademarks are the property of their respective owners.

About Pamplona Capital Management

Pamplona Capital Management is a London, New York, and Boston-based

specialist investment manager established in 2005 that provides an

alternative investment platform across private equity, fund of hedge

funds, and single-manager hedge fund investments. Pamplona manages over

$10 billion in assets across a number of funds for a variety of clients

including public pension funds, international wealth managers,

multinational corporations, family offices, and funds of hedge funds.

Pamplona invests long-term capital across the capital structure of its

portfolio companies in both public and private market situations and has

been one of the most active private equity investors in healthcare in

recent years. Notable recent Pamplona healthcare investments include

nThrive, Formativ Health, Brighton Health Group, Alvogen, Spreemo,

PatientCo and Intralign. Please see www.pamplonafunds.com

for further information.

Additional Information about the Proposed Transaction and Where to

Find It

PAREXEL plans to file with the U.S. Securities and Exchange Commission

(“SEC”) and furnish its shareholders with a proxy statement in

connection with the proposed transaction with Pamplona and security

holders of PAREXEL are urged to read the proxy statement and the other

relevant materials when they become available because such materials

will contain important information about PAREXEL, Pamplona and their

respective affiliates and the proposed transaction. The proxy statement

and other relevant materials (when they become available), and any and

all other documents filed by PAREXEL with the SEC, may be obtained free

of charge at the SEC’s website at www.sec.gov.

In addition, investors may obtain a free copy of PAREXEL’s filings from

PAREXEL’s website at www.PAREXEL.com

or by directing a request to: PAREXEL International Corporation, 195

West Street, Waltham, Massachusetts 02451, Attn: Ron Aldridge, Senior

Director of Investor Relations.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND

THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING

ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED

TRANSACTION.

Participants in the Solicitation

PAREXEL and its directors and executive officers may be deemed to be

participants in the solicitation of proxies from the security holders of

PAREXEL in connection with the proposed transaction. Information about

those directors and executive officers of PAREXEL, including their

ownership of PAREXEL securities, is set forth in the proxy statement for

PAREXEL’s 2016 Annual Meeting of Stockholders, which was filed with the

SEC on October 26, 2016, as amended and supplemented by other PAREXEL

filings with the SEC. Investors and security holders may obtain

additional information regarding the direct and indirect interests of

PAREXEL and its directors and executive officers in the proposed

transaction by reading the proxy statement and other public filings

referred to above.

Forward-Looking Statements

This press release includes forward-looking statements within the

meaning of the Private Securities Litigation Reform Act of 1995. These

forward-looking statements include, but are not limited to, potential

opportunities to accelerate PAREXEL’s growth and enhance its delivery of

world-class solutions to its customers; PAREXEL’s position to capitalize

on an increased trend for outsourcing of pharmaceutical products and

services; the expected impact of this transaction on PAREXEL’s financial

and operating results and business, the operation and management of

PAREXEL after the acquisition, the anticipated funding for the

transaction, and the timing of the closing of the acquisition. The words

“anticipates”, “believes”, “expects”, “may”, “plans”, “predicts”,

“will”, “potential”, “goal” and similar expressions are intended to

identify forward-looking statements, although not all forward-looking

statements contain these identifying words. Readers should not place

undue reliance on these forward-looking statements. PAREXEL’s actual

results may differ materially from such forward-looking statements as a

result of numerous factors, some of which PAREXEL may not be able to

predict and may not be within PAREXEL’s control. Factors that could

cause such differences include, but are not limited to, (i) the risk

that the proposed merger may not be completed in a timely manner, or at

all, which may adversely affect PAREXEL’s business and the price of its

common stock, (ii) the failure to satisfy all of the closing conditions

of the proposed merger, including the adoption of the Merger Agreement

by PAREXEL’s stockholders and the receipt of certain governmental and

regulatory approvals in the U.S. and in foreign jurisdictions, (iii) the

occurrence of any event, change or other circumstance that could give

rise to the termination of the Merger Agreement, (iv) the effect of the

announcement or pendency of the proposed merger on PAREXEL’s business,

operating results, and relationships with customers, suppliers,

competitors and others, (v) risks that the proposed merger may disrupt

PAREXEL’s current plans and business operations, (vi) potential

difficulties retaining employees as a result of the proposed merger,

(vii) risks related to the diverting of management’s attention from

PAREXEL’s ongoing business operations, and (viii) the outcome of any

legal proceedings that may be instituted against PAREXEL related to the

Merger Agreement or the proposed merger. In addition, PAREXEL’s actual

performance and results may differ materially from those currently

anticipated due to a number of risks including, without limitation:

changes in customers’ spending and demand and the trends in

pharmaceutical companies’ outsourcing of research and development;

PAREXEL’s ability to provide quality and timely services and to compete

with other companies providing similar services; PAREXEL’s ability to

comply with strict government regulations of the drug, medical device

and biotechnology industry; PAREXEL’s ability to successfully integrate

past and future acquisitions, including the acquisitions of Health

Advances, LLC, ExecuPharm, Inc., and The Medical Affairs Company, LLC,

and to realize the expected benefits of each; a change in PAREXEL’s

relationships with its largest customers; PAREXEL’s ability to service

its indebtedness; PAREXEL’s ability to protect its technology and

proprietary information and the confidential information of its

customers; the loss, modification, or delay of contracts which would,

among other things, adversely impact the Company’s recognition of

revenue included in backlog; the Company’s dependence on certain

industries and clients; the risk of patent infringement and other

litigation; as well as those risks discussed in PAREXEL’s Annual Report

on Form 10-K for the year ended June 30, 2016 as filed with the

Securities and Exchange Commission (SEC) on September 9, 2016,

subsequent Quarterly Reports filed with the SEC and PAREXEL’s other SEC

filings. Numerous factors, including those noted above, may cause actual

results to differ materially from current expectations. PAREXEL

expressly disclaims any current intention or obligation to update any

forward-looking statement in this press release to reflect future events

or changes in facts affecting the forward-looking statements contained

in this press release.

Be the first to comment - What do you think?  Posted by admin - July 16, 2017 at 3:44 pm

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Special Committee Cautions Dell Stockholders Regarding Carl Icahn’s Misleading Statements About Appraisal Rights | Business Wire

ROUND ROCK, Texas–(BUSINESS WIRE)–The Special Committee of the Board of Directors of Dell Inc. (NASDAQ:

DELL) today issued the following statement regarding Carl Icahn’s

efforts to encourage Dell stockholders to pursue appraisal proceedings

after completion of the transaction proposed by Michael Dell and Silver

Lake:

“The Special Committee cautions Dell stockholders that Carl Icahn’s

latest entreaties that they pursue appraisal with respect to the Dell

acquisition misrepresent the risks and costs involved in this course of

action. Mr. Icahn’s letters claim that seeking appraisal is a

“no-brainer” involving “no risk” and that stockholders “might get lucky”

if they follow his advice.

“In fact, pursuing appraisal involves substantial risks and costs.

First, if a sufficiently large number of shareholders seek appraisal and

thus do not vote in favor of the acquisition (which is required to

pursue appraisal rights), the merger agreement will be terminated, the

merger will not occur, stockholders will not have the opportunity to

receive the $13.65 per share cash merger consideration, there will be no

appraisal rights, and stockholders will continue to bear the risks of

holding their Dell shares. Second, there is no assurance a court would

determine the fair value of Dell shares to be greater than $13.65 – and

it could determine the value to be less. The $13.65 price has been known

by the market since early February and no buyer, including Mr. Icahn,

has offered to purchase Dell for a higher price. Third, litigating

appraisal proceedings is a protracted and expensive process that each

shareholder would have to endure and fund individually. Finally, Mr.

Icahn’s claim that the buyers may settle appraisal proceedings for an

amount in excess of $13.65 within 60 days after the merger is baseless

and, in fact, is directly contradicted by the buyers’ stated intention

not to do so as set forth in Dell’s definitive proxy statement.

“Mr. Icahn is asking Dell stockholders to vote against the certainty of

$13.65 per share in cash to pursue a highly speculative appraisal

remedy. He is also asking them, if the merger does not occur, to cede

full control of Dell’s board to nominees of the Icahn group and then to

hope for a highly leveraged recapitalization transaction that he himself

admits may never come to fruition.

“The Special Committee urges stockholders not to be misled by Mr.

Icahn’s characterization of the appraisal option and to consider their

options with great care, and continues to recommend that shareholders

vote FOR the $13.65 all cash merger promptly by telephone or internet to

be sure their votes are received in time to be counted at Dell’s Special

Meeting to be held on Thursday, July 18 at 8:00 a.m. CDT.”

Forward-looking Statements

Any statements in these materials about prospective performance and

plans for the Company, the expected timing of the completion of the

proposed merger and the ability to complete the proposed merger, and

other statements containing the words “estimates,” “believes,”

“anticipates,” “plans,” “expects,” “will,” and similar expressions,

other than historical facts, constitute forward-looking statements

within the meaning of the safe harbor provisions of the Private

Securities Litigation Reform Act of 1995. Factors or risks that could

cause our actual results to differ materially from the results we

anticipate include, but are not limited to: (1) the occurrence of any

event, change or other circumstances that could give rise to the

termination of the merger agreement; (2) the inability to complete the

proposed merger due to the failure to obtain stockholder approval for

the proposed merger or the failure to satisfy other conditions to

completion of the proposed merger, including that a governmental entity

may prohibit, delay or refuse to grant approval for the consummation of

the transaction; (3) the failure to obtain the necessary financing

arrangements set forth in the debt and equity commitment letters

delivered pursuant to the merger agreement; (4) risks related to

disruption of management’s attention from the Company’s ongoing business

operations due to the transaction; and (5) the effect of the

announcement of the proposed merger on the Company’s relationships with

its customers, operating results and business generally.

Actual results may differ materially from those indicated by such

forward-looking statements. In addition, the forward-looking statements

included in the materials represent our views as of the date hereof. We

anticipate that subsequent events and developments will cause our views

to change. However, while we may elect to update these forward-looking

statements at some point in the future, we specifically disclaim any

obligation to do so. These forward-looking statements should not be

relied upon as representing our views as of any date subsequent to the

date hereof. Additional factors that may cause results to differ

materially from those described in the forward-looking statements are

set forth in the Company’s Annual Report on Form 10–K for the fiscal

year ended February 1, 2013, which was filed with the SEC on March 12,

2013, under the heading “Item 1A—Risk Factors,” and in subsequent

reports on Forms 10–Q and 8–K filed with the SEC by the Company.

Additional Information and Where to Find It

In connection with the proposed merger transaction, the Company filed

with the SEC a definitive proxy statement and other relevant documents,

including a form of proxy card, on May 31, 2013. The definitive proxy

statement and a form of proxy have been mailed to the Company’s

stockholders. Stockholders are urged to read the proxy statement and any

other documents to be filed with the SEC in connection with the proposed

merger or incorporated by reference in the proxy statement because they

will contain important information about the proposed merger.

Investors will be able to obtain a free copy of documents filed with the

SEC at the SEC’s website at http://www.sec.gov.

In addition, investors may obtain a free copy of the Company’s filings

with the SEC from the Company’s website at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx

or by directing a request to: Dell Inc. One Dell Way, Round Rock, Texas

78682, Attn: Investor Relations, (512) 728-7800, investor_relations@dell.com.

The Company and its directors, executive officers and certain other

members of management and employees of the Company may be deemed

“participants” in the solicitation of proxies from stockholders of the

Company in favor of the proposed merger. Information regarding the

persons who may, under the rules of the SEC, be considered participants

in the solicitation of the stockholders of the Company in connection

with the proposed merger, and their direct or indirect interests, by

security holdings or otherwise, which may be different from those of the

Company’s stockholders generally, is set forth in the definitive proxy

statement and the other relevant documents filed with the SEC. You can

find information about the Company’s executive officers and directors in

its Annual Report on Form 10-K for the fiscal year ended February 1,

2013 (as amended with the filing of a Form 10-K/A on June 3, 2013

containing Part III information) and in its definitive proxy statement

filed with the SEC on Schedule 14A on May 24, 2012.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide

innovative technology, business solutions and services they trust and

value. For more information, visit www.Dell.com.

You may follow the Dell Investor Relations Twitter account at: http://twitter.com/Dellshares.

To communicate directly with Dell, go to www.Dell.com/Dellshares.

Be the first to comment - What do you think?  Posted by admin - July 8, 2017 at 8:52 am

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Lattice Semiconductor to be Acquired by Canyon Bridge Capital Partners, Inc. for $1.3 Billion | Business Wire

PORTLAND, Ore. & PALO ALTO, Calif.–()–Lattice Semiconductor Corporation (NASDAQ:LSCC) (“Lattice” or the

“Company”) and Canyon Bridge Capital Partners, Inc. (“Canyon Bridge”)

today announced that the Company and Canyon Bridge Acquisition Company,

Inc. (“Parent”), an affiliate of Canyon Bridge, have signed a definitive

agreement under which Parent will acquire all outstanding shares of

Lattice for approximately $1.3 billion inclusive of Lattice’s net debt,

or $8.30 per share in cash. This represents a 30% premium to Lattice’s

last trade price on November 2, 2016, the last trading day prior to

announcement.

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You can also follow us via ,  or RSS.

About Canyon Bridge Capital Partners, Inc.

Canyon Bridge is a newly formed, global private equity buyout fund,

headquartered in Palo Alto, CA, focused on providing equity and

strategic capital to enable technology companies to reach their full

growth potential. The firm combines a deep knowledge of the global

technology industry with experience in financial markets to provide

world-class investment expertise in creating and maximizing value for

its investors. Canyon Bridge seeks control investments in companies with

strong platforms led by experienced management. Canyon Bridge’s

investment philosophy is to work closely with company executives to

implement best business practices and tap growth markets globally,

including through additional investments and accretive acquisitions.

Initial funding for Canyon Bridge comes from limited partners in China.

For more information, visit www.canyonbridge.com.

Forward Looking Statements

Certain statements made herein, including, for example, the expected

date of closing of the proposed acquisition (the “Merger”) of the

Company by Parent pursuant to the terms of the Agreement and Plan of

Merger by and among the Company, Parent, and Canyon Bridge Merger Sub,

Inc. (“Merger Sub”, and such agreement, the “Merger Agreement”) and the

potential benefits of the Merger, are “forward-looking statements” as

defined in the Private Securities Litigation Reform Act of 1995, within

the meaning of the federal securities laws, including Section 27A of the

Securities Act of 1933 and Section 21E of the Securities Exchange Act of

1934. Statements that include the words “expect,” “intend,” “plan,”

“believe,” “project,” “anticipate,” “will,” “may,” “would” and similar

statements of a future or forward-looking nature may be used to identify

forward-looking statements. These forward-looking statements reflect the

current analysis of the management of the Company of existing

information as of the date of these forward-looking statements and are

subject to various risks and uncertainties, many of which are beyond our

control, and are not guarantees of future results or achievements.

Consequently, no forward-looking statements may be guaranteed and there

can be no assurance that the actual results or developments anticipated

by such forward looking statements will be realized or, even if

substantially realized, that they will have the expected consequences

to, or effects on, the Company or its businesses or operations. As a

result, you should not place undue reliance on any such statements and

caution must be exercised in relying on forward-looking statements. Due

to known and unknown risks, our actual results may differ materially

from our expectations or projections.

The following factors, among others, could cause actual results to

differ materially from those described in these forward-looking

statements: the occurrence of any event, change or other circumstances

that could give rise to the delay or termination of the Merger

Agreement; the outcome or length of any legal proceedings that have

been, or will be, instituted related to the Merger Agreement; the

inability to complete the Merger due to the failure to timely or at all

obtain stockholder approval for the Merger or the failure to satisfy

other conditions to completion of the Merger, including the receipt on a

timely basis or at all any required regulatory clearances related to the

Merger, including under the Hart-Scott-Rodino Antitrust Improvements Act

of 1976 (HSR) and from the Committee on Foreign Investment in the United

States (CFIUS); the failure of Parent to obtain or provide on a timely

basis or at all the necessary financing as set forth in the equity

commitment letter delivered pursuant to the Merger Agreement; risks that

the proposed transaction disrupts current plans and operations and the

potential difficulties in employee retention as a result of the Merger;

the effects of local and national economic, credit and capital market

conditions on the economy in general; and the other risks and

uncertainties described herein, as well as those risks and uncertainties

discussed from time to time in our other reports and other public

filings with the Securities and Exchange Commission (the “SEC”) as

described below. The foregoing review of important factors that could

cause actual events to differ from expectations should not be construed

as exhaustive.

Additional information concerning these and other factors that may

impact our expectations and projections can be found in our periodic

filings with the SEC, including our Annual Report on Form 10-K for the

fiscal year ended January 2, 2016, and our Quarterly Reports on Form

10-Q for the quarters ended April 2, 2016 and July 2, 2016. Our SEC

filings are available publicly on the SEC’s website at www.sec.gov,

on the Company’s website at ir.latticesemi.com or upon request from the

Company’s Investor Relations Department at lscc@globalirpartners.com.

Except to the extent required by applicable law, we disclaim any

obligation to update any forward-looking statement, whether as a result

of new information, future events or otherwise.

Additional Information about the Proposed Merger And Where To Find

It

In connection with the proposed Merger, the Company will file a proxy

statement with the SEC. Additionally, the Company plans to file other

relevant materials with the SEC in connection with the proposed Merger.

The definitive proxy statement will be sent or given to the stockholders

of the Company and will contain important information about the proposed

Merger and related matters. INVESTORS AND SECURITY HOLDERS OF THE

COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT

MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE MAKING

ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE

PARTIES TO THE MERGER. The materials to be filed by the Company with the

SEC may be obtained free of charge at the SEC’s web site at www.sec.gov

or upon request from the Company’s Investor Relations Department at lscc@globalirpartners.com.

Participants in the Solicitation

The Company and its directors will, and certain other members of its

management and its employees as well as Parent and Merger Sub and their

directors and officers may, be deemed to be participants in the

solicitation of proxies of Company stockholders in connection with the

proposed Merger. Investors and security holders may obtain more detailed

information regarding the names, affiliations and interests of the

Company’s executive officers and directors in the solicitation by

reading the Company’s Annual Report on Form 10-K for the fiscal year

ended January 2, 2016, the Company’s proxy statement on Schedule 14A for

its 2016 Annual Meeting of Stockholders, and the proxy statement and

other relevant materials filed with the SEC in connection with the

Merger if and when they become available. Additional information

concerning the interests of the Company’s participants in the

solicitation, which may, in some cases, be different than those of the

Company’s stockholders generally, will be set forth in the proxy

statement relating to the Merger when it becomes available.

Be the first to comment - What do you think?  Posted by admin - March 22, 2017 at 10:23 pm

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Historic Dell and EMC Transaction Set to Close on September 7, 2016 | Business Wire

ROUND ROCK, Texas & HOPKINTON, Mass.–()–Dell Inc. and EMC Corp. (NYSE: EMC) today announced that they intend to

close the transaction to combine Dell and EMC on Wednesday, September 7,

2016. Dell Technologies, the name of the new combined company, will

begin operating immediately following the close of the transaction.

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About EMC

EMC Corporation is a global leader in enabling businesses and service

providers to transform their operations and deliver IT as a service.

Fundamental to this transformation is . Through innovative products and services, EMC accelerates

the journey to cloud computing, helping IT departments to store, manage,

protect and analyze their most valuable asset – information – in a more

agile, trusted and cost-efficient way. Additional information about EMC

can be found at .

</p>

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<i><b>Special Note on Forward-Looking Statements:</b></i>

</p>

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<b>Dell Technologies</b>

</p>

<p>

<i>Statements in this press release that relate to future results and

events are forward-looking statements within the meaning of Section 21E

of the Securities Exchange Act of 1934 and Section 27A of the Securities

Act of 1933 and are based on Dell Technologies’ current expectations.</i>

<i>In some cases, you can identify these statements by such

forward-looking words as “anticipate,” “believe,” “confidence,” “could,”

“estimate,” “expect,” “guidance,” “intend,” “may,” “objective,”

“outlook,” “plan,” “project,” “possible,” “potential,” “should,” “will,”

and “would,” or similar words or expressions that refer to future events

or outcomes.</i> <i>Forward-looking statements in this press release

include Dell Technologies’ expectations regarding the closing date for

the proposed merger with EMC Corporation.</i>

</p>

<p>

<i>Dell Technologies’ results or events in future periods could differ

materially from those expressed or implied by these forward-looking

statements because of risks, uncertainties, and other factors that

include risks relating to Dell Technologies’ proposed merger with EMC

Corporation, including, but not limited to, the failure to consummate or

delay in consummating the proposed merger; the risk that a condition to

closing of the proposed merger may not be satisfied or that required

financing for the proposed merger may not be available or may be

delayed; the risk that a regulatory approval that may be required for

the proposed merger is delayed, is not obtained, or is obtained subject

to conditions that are not anticipated; risks relating to the trading

price of the Class V Common Stock to be issued by Dell Technologies in

the proposed merger relative to the trading price of shares of Class A

common stock of VMware, Inc.; the effect of the announcement of the

proposed merger on Dell Technologies’ relationships with its customers,

operating results, and business generally; and adverse changes in

general economic or market conditions.</i> <i>Other risks,

uncertainties, and factors that could affect Dell Technologies’ results

or events in future periods include competitive pressures; Dell

Technologies’ reliance on third-party suppliers for products and

components, including reliance on single-source or limited-source

suppliers; Dell Technologies’ ability to achieve favorable pricing from

its vendors; weak global economic conditions and instability in

financial markets; Dell Technologies’ execution of its growth, business

and acquisition strategies; the success of Dell Technologies’ cost

efficiency measures; Dell Technologies’ ability to manage solutions and

products and services transitions in an effective manner; Dell

Technologies’ ability to deliver high-quality products and services;

Dell Technologies’ foreign operations and ability to generate

substantial non-U.S. net revenue; Dell Technologies’ product, customer,

and geographic sales mix, and seasonal sales trends; the performance of

Dell Technologies’ sales channel partners; access to the capital markets

by Dell Technologies or its customers; weak economic conditions and

additional regulation; counterparty default risks; the loss by Dell

Technologies of any services contracts with its customers, including

government contracts, and its ability to perform such contracts at its

estimated costs; Dell Technologies’ ability to develop and protect its

proprietary intellectual property or obtain licenses to intellectual

property developed by others on commercially reasonable and competitive

terms; infrastructure disruptions, cyber-attacks, or other data security

breaches; Dell Technologies’ ability to hedge effectively its exposure

to fluctuations in foreign currency exchange rates and interest rates;

expiration of tax holidays or favorable tax rate structures, or

unfavorable outcomes in tax audits and other tax compliance matters;

impairment of portfolio investments; unfavorable results of legal

proceedings; increased costs and additional regulations and requirements

as a result of Dell Technologies becoming a newly public company; Dell

Technologies’ ability to develop and maintain effective internal control

over financial reporting; compliance requirements of changing

environmental and safety laws; and the effect of armed hostilities,

terrorism, natural disasters, and public health issues.</i>

</p>

<p>

<i>This list of risks, uncertainties, and other factors is not complete.</i>

<i>Dell Technologies discusses some of these matters more fully, as well

as certain risk factors that could affect the Dell Technologies’

business, financial condition, results of operations, and prospects, in

its filings with the Securities and Exchange Commission, including the

prospectus/proxy statement forming part of Dell Technologies’

Registration Statement on Form S-4 (Registration No. 333-208524) and

Dell Technologies’ quarterly reports on Form 10-Q and current reports on

Form 8-K.</i> <i>These filings are available for review through the

Securities and Exchange Commission’s website at </i>.

Any or all forward-looking statements Dell Technologies makes may

turn out to be wrong, and can be affected by inaccurate assumptions Dell

Technologies might make or by known or unknown risks, uncertainties, and

other factors, including those identified in this press release. Accordingly,

you should not place undue reliance on the forward-looking statements

made in this press release, which speak only as of its date. Dell

Technologies does not undertake to update, and expressly disclaims any

duty to update, its forward-looking statements, whether as a result of

circumstances or events that arise after the date they are made, new

information, or otherwise.

EMC Corporation

This communication contains forward-looking information about EMC

Corporation and the proposed transaction that is intended to be covered

by the safe harbor for “forward-looking statements” provided by the

Private Securities Litigation Reform Act of 1995. Actual results could

differ materially from those projected in the forward-looking statements

as a result of certain risk factors, including but not limited to: (i)

the failure to consummate or delay in consummating the proposed

transaction for other reasons; (ii) the risk that a condition to closing

of the proposed transaction may not be satisfied or that required

financing for the proposed transaction may not be available or may be

delayed; (iii) risk as to the trading price of Class V Common Stock to

be issued by Denali Holding Inc. in the proposed transaction relative to

the trading price of shares of VMware, Inc.’s common stock; (iv) the

effect of the proposed transaction on VMware’s business and operating

results and impact on the trading price of shares of Class V Common

Stock of Denali Holding Inc. and shares of VMware common stock; (v) the

diversion of management time on transaction-related issues; (vi) adverse

changes in general economic or market conditions; (vii) delays or

reductions in information technology spending; (viii) the relative and

varying rates of product price and component cost declines and the

volume and mixture of product and services revenues; (ix) competitive

factors, including but not limited to pricing pressures and new product

introductions; (x) component and product quality and availability; (xi)

fluctuations in VMware’s operating results and risks associated with

trading of VMware common stock; (xii) the transition to new products,

the uncertainty of customer acceptance of new product offerings and

rapid technological and market change; (xiii) the ability to attract and

retain highly qualified employees; (xiv) insufficient, excess or

obsolete inventory; (xv) fluctuating currency exchange rates; (xvi)

threats and other disruptions to our secure data centers or networks;

(xvii) our ability to protect our proprietary technology; (xviii) war or

acts of terrorism; and (xix) other one-time events and other important

factors disclosed previously and from time to time in EMC Corporation’s

filings with the U.S. Securities and Exchange Commission (the “SEC”).

Except to the extent otherwise required by federal securities law, EMC

Corporation disclaims any obligation to update any such forward-looking

statements after the date of this communication.

Be the first to comment - What do you think?  Posted by admin - March 21, 2017 at 9:19 pm

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Legendary Outdoor Brands Bass Pro Shops and Cabela’s to Combine | Business Wire

SPRINGFIELD, Mo. & SIDNEY, Neb.–(BUSINESS WIRE)–Bass Pro Shops and Cabela’s Incorporated (NYSE:CAB), two iconic American

outdoor companies with similar humble origins, and with a shared goal to

better serve those who love the outdoors, today announced that they have

entered into a definitive agreement under which Bass Pro Shops will

acquire Cabela’s for $65.50 per share in cash, representing an aggregate

transaction value of approximately $5.5 billion.

In addition, upon closing Bass Pro Shops will commence a multi-year

partnership agreement with Capital One, National Association, a

wholly-owned national banking subsidiary of Capital One Financial

Corporation (NYSE: COF), under which Capital One will originate and

service the Cabela’s CLUB, Cabela’s co-branded credit card, and Bass Pro

Shops will maintain a seamless integration between the credit card

program and the combined companies’ retail operations and deep customer

relationships. All Cabela’s CLUB points and Bass Pro Shops Outdoor

Rewards points will be unaffected by the transactions and customers can

continue to use their credit cards as they were prior to the

transaction. Capital One intends to continue to operate the Cabela’s

CLUB servicing center in Lincoln, Nebraska.

A driving force behind this agreement is the highly complementary

business philosophies, product offerings, expertise and geographic

footprints of the two businesses. The essence of both Bass Pro Shops and

Cabela’s is a deep passion to serve outdoor enthusiasts and support

conservation. The combination brings together three of the nation’s

premier sporting brands: Cabela’s, a leader in hunting; Bass Pro Shops,

a leader in fishing; and White River Marine Group, a worldwide leader in

boating, which is part of Bass Pro Shops.

Bass Pro Shops, Cabela’s and White River Marine Group represent the best

of American entrepreneurship, innovation and devotion to customers. The

combined companies will strive to provide a remarkably enhanced

experience for customers, increased opportunities for team members and

greater support for conservation activities.

CABELA’S

Founded in 1961 by Dick, Mary and Jim Cabela, Cabela’s is a highly

respected marketer of hunting, fishing, camping, shooting sports and

related outdoor merchandise. Today, Cabela’s has over 19,000

“outfitters” operating 85 specialty retail stores, primarily in the

western U.S. and Canada. Cabela’s stores, catalog business and

e-commerce operations will blend seamlessly with Bass Pro Shops and

White River Marine Group. Over the past 55 years Cabela’s has built a

passionate and loyal base of millions of enthusiasts who shop both at

its retail stores and online.

BASS PRO SHOPS

Bass Pro Shops, founded in 1972 by avid young angler Johnny Morris, is a

leading national retailer of outdoor gear and apparel, with 99 stores

and Tracker Marine Centers located primarily in the eastern part of the

U.S. and Canada. Morris started the business with eight square feet of

space in the back of his father’s liquor store in Springfield, Mo., the

company’s sole location for the first 13 years of business. Johnny’s

passion for the outdoors and his feel for the products and shopping

experiences desired by outdoor enthusiasts helped transform the

industry. Bass Pro Shops, which employs approximately 20,000 team

members, has been named by Forbes as one of “America’s Best Employers.”

The company also operates Big Cedar Lodge, America’s Premier Wilderness

Resort, welcoming more than one million guests annually to Missouri’s

Ozark Mountains.

WHITE RIVER MARINE GROUP

In 1978, Morris revolutionized the marine industry when he introduced

the world’s first professionally rigged and nationally marketed boat,

motor and trailer packages. Tracker quickly became and has remained the

number one selling fishing boat brand in America for the last 37 years

running. White River Marine Group offers an unsurpassed collection of

industry-leading brands including Tracker Boats, Sun Tracker, Nitro,

Tahoe, Regency, Mako, Ranger, Triton and Stratos.

MANAGEMENT COMMENTARY

“Today’s announcement marks an exceptional opportunity to bring together

three special companies with an abiding love for the outdoors and a

passion for serving sportsmen and sportswomen,” said Johnny Morris,

founder and CEO of Bass Pro Shops. “The story of each of these companies

could only have happened in America, made possible by our uniquely

American free enterprise system. We have enormous admiration for

Cabela’s, its founders and outfitters, and its loyal base of customers.

We look forward to continuing to celebrate and grow the Cabela’s brand

alongside Bass Pro Shops and White River as one unified outdoor family.”

“Cabela’s is pleased to have found the ideal partner in Bass Pro Shops,”

said Tommy Millner, Cabela’s Chief Executive Officer. “Having undertaken

a thorough strategic review, during which we assessed a wide variety of

options to maximize value, the Board unanimously concluded that this

combination with Bass Pro Shops is the best path forward for Cabela’s,

its shareholders, outfitters and customers. In addition to providing

significant immediate value to our shareholders, this partnership

provides a unique platform from which our brand will be extremely well

positioned to continue to serve outdoor enthusiasts worldwide for

generations to come.”

“This opportunity would not be possible without the contributions of the

many wonderful Cabela’s, Bass Pro Shops and White River team members,”

Morris said. “All three companies are blessed to have been built by the

extraordinary efforts of many tremendously talented, dedicated people

throughout our respective histories, and we’re thrilled to consider what

the combined team can achieve going forward.”

Following the closing of the transaction, Bass Pro Shops intends to

celebrate and grow the Cabela’s brand and will build on qualities that

respective customers love most about Cabela’s and Bass Pro Shops. In

addition, Bass Pro Shops recognizes the strength of Cabela’s CLUB

Loyalty program and intends to honor Cabela’s customer rewards and sees

potential over time to expand the program in the combined company.

Bass Pro Shops appreciates and understands the deep ties between

Cabela’s and the community of Sidney, Nebraska. Dick, Mary and Jim

Cabela founded their company in Sidney in 1961, and the company has

flourished with its base of operations there ever since. Bass Pro Shops

intends to continue to maintain important bases of operations in Sidney

and Lincoln and hopes to continue the very favorable connections to

those communities and the Cabela’s team members residing there.

Bass Pro Shops Founder and CEO Johnny Morris will continue as CEO and

majority shareholder of the new entity, which will remain a private

company with a continuing long-term view of supporting the industry and

conservation. Morris earned a reputation as a leading retailer and

conservationist. In 2008, the National Retail Federation named him as

Retail Innovator of the Year. In 2015, the same organization named

him as one of 25 People Shaping the Future of Retail in America. In

2012, The Association of Fish and Wildlife Agencies named Morris Citizen

Conservationist of the Year.

“Conservation is at the heart and soul of Bass Pro Shops. Bass Pro Shops

and Cabela’s share a steadfast belief that the future of our industry,

and the outdoor sports we all love, depends – more than anything else –

on how we manage our natural resources,” said Morris. “By combining our

efforts, we can have a profound positive impact on the conservation

challenges of our day and help foster the next generation of outdoor

enthusiasts.”

PREFERRED FINANCING

Bass Pro Shops is proud to have secured preferred equity financing from

the Merchant Banking Division of Goldman Sachs and Pamplona to

facilitate the transaction. Goldman Sachs has committed $1.8 billion and

Pamplona has committed $600 million for a total preferred financing

commitment of $2.4 billion.

The Merchant Banking Division of Goldman Sachs is one of the leading

private equity investors in the world, focusing on assisting large,

high-quality companies with best-in-class management teams to achieve

their growth objectives. The division brings significant experience and

a strong track record of success in supporting industry-leading

founder-led businesses. Pamplona Capital Management is a New York and

London based specialist investment manager established in 2005. Pamplona

is currently managing its fourth private equity fund, Pamplona Capital

Partners IV, LP, which was raised in 2014. Pamplona invests long-term

capital across the capital structure of its portfolio companies in both

public and private market situations.

TRANSACTION DETAILS

The transaction provides Cabela’s shareholders with a premium of 19.2%

to Cabela’s closing share price on Sep. 30, 2016, the day prior to

announcement of the transaction, 39.7% to the closing share price on

Dec. 1, 2015, the day before Cabela’s announced its exploration of

strategic alternatives and 57.1% to the 90-day volume weighted trading

average prior to Dec. 1, 2015. Immediately prior to closing, Capital One

will acquire certain assets and assume certain liabilities of Cabela’s

World’s Foremost Bank. The cash proceeds from this transaction will

remain with Cabela’s until it is acquired by Bass Pro Shops.

The transaction agreements were unanimously approved by Cabela’s Board

of Directors following a comprehensive review of strategic and financial

alternatives.

The transaction, which is expected to close in the first half of 2017,

will be completed through a cash merger and is subject to approval by

Cabela’s shareholders, as well as regulatory approvals and other

customary closing conditions.

J.P. Morgan served as exclusive financial advisor to Bass Pro Shops and

Latham & Watkins served as Bass Pro Shops’ legal counsel, with expert

assistance from O’Melveny & Myers. Goldman, Sachs & Co. served as

financial advisor to The Merchant Banking Division of Goldman Sachs and

Davis Polk & Wardwell LLP served as legal advisor. Goldman, Sachs & Co.

also served as advisor to Bass Pro Shops on the bank transaction, and

Morrison & Foerster served as legal counsel. BofA Merrill Lynch, Wells

Fargo Securities LLC, Citigroup Global Markets Inc., RBC Capital

Markets, UBS Securities LLC, and Goldman Sachs are providing debt

financing to support the transaction.

Guggenheim Securities served as exclusive financial advisor to Cabela’s

and Sidley Austin LLP and Koley Jessen P.C., L.L.O. served as Cabela’s

legal counsel.

The Kessler Group and Credit Suisse acted as financial advisers to

Capital One and Wachtell, Lipton, Rosen & Katz and Chapman and Cutler

acted as legal advisers.

ADDITIONAL INFORMATION REGARDING THE TRANSACTION AND WHERE TO FIND IT

This communication does not constitute an offer to sell or the

solicitation of an offer to buy the securities of Cabela’s Incorporated

(the “Company”) or the solicitation of any vote or approval. This

communication is being made in respect of the proposed merger

transaction involving the Company, Bass Pro Group, LLC (“Bass Pro

Group”) and a wholly-owned subsidiary of Bass Pro Group. The proposed

merger of the Company will be submitted to the stockholders of the

Company for their consideration. In connection therewith, the Company

intends to file relevant materials with the Securities and Exchange

Commission (the “SEC”), including a definitive proxy statement. However,

such documents are not currently available. The definitive proxy

statement will be mailed to the stockholders of the Company. BEFORE

MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY

HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE

PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE

FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME

AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

PROPOSED TRANSACTION. Investors and security holders may obtain free

copies of the definitive proxy statement, any amendments or supplements

thereto and other documents containing important information about the

Company, once such documents are filed with the SEC, through the website

maintained by the SEC at www.sec.gov.

Copies of the documents filed with the SEC by the Company will be

available free of charge on the Company’s website at www.cabelas.com

under the heading “SEC Filings” in the “Investor Relations” portion of

the Company’s website. Stockholders of the Company may also obtain a

free copy of the definitive proxy statement and any filings with the SEC

that are incorporated by reference in the definitive proxy statement by

contacting the Company’s Investor Relations Department at (308) 255-7428.

PARTICIPANTS IN THE SOLICITATION

The Company and its directors, executive officers and certain other

members of management and employees may be deemed to be participants in

the solicitation of proxies in connection with the proposed transaction.

Information about the directors and executive officers of the Company is

set forth in its Annual Report on Form 10-K for the fiscal year ended

January 2, 2016 and Amendment No. 1 thereto, which were filed with the

SEC on February 22, 2016 and April 29, 2016, respectively, and in

subsequent documents filed with the SEC, each of which can be obtained

free of charge from the sources indicated above. Other information

regarding the participants in the proxy solicitation of the stockholders

of the Company and a description of their direct and indirect interests,

by security holdings or otherwise, will be contained in the preliminary

and definitive proxy statements and other relevant materials to be filed

with the SEC when they become available.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” that are based on

the Company’s beliefs, assumptions, and expectations of future events,

taking into account the information currently available to the Company.

All statements other than statements of current or historical fact

contained in this report are forward-looking statements. The words

“believe,” “may,” “should,” “anticipate,” “estimate,” “expect,”

“intend,” “objective,” “seek,” “plan,” “confident,” and similar

statements are intended to identify forward-looking statements.

Forward-looking statements involve risks and uncertainties that may

cause the Company’s actual results, performance, or financial condition

to differ materially from the expectations of future results,

performance, or financial condition the Company expresses or implies in

any forward-looking statements. These risks and uncertainties include,

but are not limited to: the satisfaction of the conditions precedent to

the consummation of the proposed merger, including, without limitation,

the receipt of stockholder and regulatory approvals; unanticipated

difficulties or expenditures relating to the proposed merger; legal

proceedings, judgments or settlements, including those that may be

instituted against the Company, the Company’s board of directors,

executive officers and others following the announcement of the proposed

merger; disruptions of current plans and operations caused by the

announcement and pendency of the proposed merger; potential difficulties

in employee retention due to the announcement and pendency of the

proposed merger; the response of customers, suppliers, business partners

and regulators to the announcement of the proposed merger; the state of

the economy and the level of discretionary consumer spending, including

changes in consumer preferences, demand for firearms and ammunition, and

demographic trends; adverse changes in the capital and credit markets or

the availability of capital and credit; the Company’s ability to

successfully execute the Company’s omni-channel strategy; increasing

competition in the outdoor sporting goods industry and for credit card

products and reward programs; the cost of the Company’s products,

including increases in fuel prices; the availability of the Company’s

products due to political or financial instability in countries where

the goods the Company sells are manufactured; supply and delivery

shortages or interruptions, and other interruptions or disruptions to

the Company’s systems, processes, or controls, caused by system changes

or other factors; increased or adverse government regulations, including

regulations relating to firearms and ammunition; the Company’s ability

to protect the Company’s brand, intellectual property, and reputation;

the Company’s ability to prevent cybersecurity breaches and mitigate

cybersecurity risks; the outcome of litigation, administrative, and/or

regulatory matters (including the ongoing audits by tax authorities and

compliance examinations by the Federal Deposit Insurance Corporation

(“FDIC”)); the Company’s ability to manage credit, liquidity, interest

rate, operational, legal, regulatory capital, and compliance risks; the

Company’s ability to increase credit card receivables while managing

credit quality; the Company’s ability to securitize the Company’s credit

card receivables at acceptable rates or access the deposits market at

acceptable rates; the impact of legislation, regulation, and supervisory

regulatory actions in the financial services industry; and other risks,

relevant factors, and uncertainties identified in the Company’s filings

with the Securities and Exchange Commission (“SEC”) (including the

information set forth in the “Risk Factors” section of the Company’s

Annual Report on Form 10-K for the fiscal year ended January 2, 2016,

and in Part II, Item 1A, of the Company’s Quarterly Report on Form 10-Q

for the first quarter ended April 2, 2016), and in subsequent filings,

which filings are available at the SEC’s website at www.sec.gov.

Given the risks and uncertainties surrounding forward-looking

statements, you should not place undue reliance on these statements. The

Company’s forward-looking statements speak only as of the date of this

document. Other than as required by law, the Company undertakes no

obligation to update or revise forward-looking statements, whether as a

result of new information, future events, or otherwise.

Be the first to comment - What do you think?  Posted by admin - March 16, 2017 at 10:36 am

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