整個產業的競爭架構都變了.
Computer maker Dell Inc said on Monday it had agreed to buy data storage company EMC Corp in a $67 billion (USD$ 670億) record technology deal that will unite two mature companies and create an enterprise technology powerhouse.
The acquisition will help privately held Dell diversify from a stagnant personal-computer market and give it greater scale in the more profitable and faster-growing market for managing and storing data.
Combining Dell's server businesses with EMC's storage and virtualization assets, the merged company will have a broader product offering with which to challenge IBM Corp, Cisco Systems Inc and Hewlett-Packard Co in the areas of cloud computing, mobility and cyber security.
"I don’t think either Dell or EMC were viable over the long run as a standalone; they really needed each other," said Eric Johnson, dean of the Owen School of Management at Vanderbilt University. "Dell was mostly on the consumer side, which is a terrible place to be. EMC had some enterprise products, but not the complete package."
- 購併內容
The deal valued EMC at $33.15 a share as of the end of trading Friday. Dell will pay $24.05 per share in cash and will also give EMC shareholders a special stock that tracks the share price in VMWare Inc, the virtual software provider majority-owned by EMC.
EMC shares rose 1 percent to $28.15 after earlier jumping more than 2.5 percent.
VMware shares plunged nearly 10 percent to $70.96, decreasing the value of Dell's offer.
VMware will remain an independent, publicly traded company.
EMC's board has approved the merger and will recommend that shareholders do so as well.
'GO SHOP'
The merger agreement includes a 60-day 'go-shop' provision that allows EMC to solicit bids from other parties and pay a discounted breakup fee to Dell if a deal is made with another company, as Reuters first reported on Sunday.
- 潛在適合者
While IBM, Cisco, Oracle Corp and Hewlett-Packard could potentially be suitors for EMC, the chances of them challenging Dell with a rival offer are slim, people familiar with the matter told Reuters.
"We view this as a good outcome for EMC shareholders after a nightmarish few years of slowing growth and an antiquated federated strategy," said FBR Capital Markets analyst Daniel Ives.
Activist hedge fund Elliott Management, which has a 2.2 percent stake in EMC and had been calling for a break-up of the company, welcomed the deal with Dell and said it was the best outcome for EMC shareholders.
"Elliott is pleased to participate in VMware`s ongoing upside through the tracking stock, which will benefit from both meaningful synergies as part of Dell's organization as well as far greater liquidity than VMware shares have today," Jesse Cohn, senior portfolio manager at Elliott, said in a statement.
The deal will be financed through a combination of new equity from Dell's owners - founder and Chief Executive Michael Dell, its investment firm MSD Partners, private equity firm Silver Lake and Singapore state-owned investor Temasek Holdings - as well as the issuance of the tracking stock, new debt and cash on hand.
The debt package put together for the transaction exceeds $40 billion, while Dell's owners will invest more than $3 billion as new equity in the deal, said a person familiar with matter who asked not to be identified as the information was not public.
Morgan Stanley, Evercore Partners Inc, and Skadden, Arps, Slate, Meagher & Flom LLP advised EMC.
JP Morgan Chase & Co advised Dell and Silver Lake and provided financing alongside Credit Suisse Group AG, Barclays Plc, Bank of America Corp, Citigroup, Deutsche Bank AG, Goldman Sachs Group Inc and RBC Capital Markets
Simpson Thacher & Bartlett LLP offered legal advice to Dell and Silver Lake. Wachtell, Lipton, Rosen & Katz is legal advisor to Michael Dell and MSD Partners.
(Reporting by Greg Roumeliotis and Jim Finkle in New York; Additional reporting by Abhirup Roy and Devika Krishna Kumar in Bangalore; Editing by Bernadette Baum)
- 中文
（路透紐約12日電）美國電腦大廠戴爾（Dell）今天宣布，戴爾以每股約33.15美元收購美國數據儲存巨擘EMC，交易總值約670億美元（2.18兆台幣），這是全球科技業史上最大宗的併購案。
由於全球PC需求日漸下滑，PC市佔排名老三的戴爾希望透過收購EMC，從PC製造跨足至為企業儲存與管理數據。為企業提供此類技術服務是個快速成長且獲利豐厚的市場。
戴爾每股出價33.15美元，EMC股東每股可獲得現金24.05美元，以及EMC雲端軟體子公司VMware追蹤股0.111股。VMware未來仍將維持獨立上市。
EMC要求在收購協議中納入尋購條款(go-shop provision)，讓該公司可以徵求其他公司的收購出價，若欲與其他公司達成新合併協議，可支付一定折價費用後與戴爾拆夥。
理論上，適合EMC的公司還有國際商業機器公司（IBM）、思科系統公司（Cisco Systems Inc）和惠普（HP）等，但是EMC目前市值約在536億美元，其他公司出面與戴爾競逐的機會不大。
不過尋購條款存在，對收購者而言是風險。
如2013年創辦人麥可o戴爾與銀湖資產管理（Silver Lake Management LLC）為收購戴爾電腦時，尋購條款讓私募基金投資客伊卡恩（Carl Icahn）與百仕通集團（Blackstone）有機會競價。在伊卡恩與其他股東的競價之下，收購價最終推高至249億美元之譜。
戴爾公司是美國資訊科技企業，提供各類電腦及相關產品，如個人電腦、伺服器、儲存系統、軟體和週邊服務等，1984年成立，總部位於德州圓石城（RoundRock）。
EMC公司是美國最大的數據儲存及管理供應商，研發並提供企業資訊基礎建設、虛擬化基礎架構軟硬體及服務，成立於1979年，總部設在麻州霍浦金頓（Hopkinton）。中央社（翻譯）
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