Dell to acquire EMC in $67 billion record tech deal

這肯定是PC 產業的大新聞. EMC的儲存及雲端基礎建設服務對DELL是很大的轉型助力.
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）

EMC Corp (EMC.N)

• 公司背景

EMC Corporation (EMC), incorporated on August 23, 1979, is a service provider to information technology (IT) operations to an as a service model (ITaaS). 

It develops, delivers and supports the IT industry’s range of information infrastructure and virtual infrastructure technologies, solutions and services. 

EMC manages the Company as part of a federation of businesses: 

EMC Information Infrastructure, 

VMware Virtual Infrastructure and 

Pivotal. EMC Information Infrastructure provides a foundation for organizations to store, manage, protect, analyze and secure quantities of information. 

EMC Information Infrastructure enables customers optimize client-server technologies, as well as those of the mobile-cloud era.

EMC Information Infrastructure

EMC Information Infrastructure business consists of three divisons: 

Information Storage, 

Enterprise Content Division and 

RSA Information Security. 

The Company offers a portfolio of enterprise storage systems and software, including EMC hybrid VMAX and mid-tier EMC VNX hybrid flash unified storage systems and EMC XtremIO all-flash storage arrays. 

EMC also offers a portfolio of backup products that support a range of enterprise application workloads. EMC Isilon, EMC Atmos and Elastic Cloud Storage (ECS) are storage families designed to handle unstructured data, while software offerings, such as ViPR and Storage Resource Manager (SRM) automate the provisioning and management of storage networks and arrays. EMC storage systems can be deployed in storage-area networks (SAN), networked-attached storage (NAS), unified storage combining NAS and SAN, object storage and/or direct-attached storage environments.

The Company also offers VMAX3 hybrid systems in three models, including the 100K, 200K and 400K, which are purpose-built to support the hybrid cloud. EMC VNX unified storage family includes the VNX, VNXe, VNX-F, a purpose-built all-flash VNX and VNX-VSS, which was targeted at the video storage market.

The Company offers various data protection solutions, which include EMC Data Domain, EMC Avamar, EMC NetWorker and EMC RecoverPoint. 

The Company also offers EMC ProtectPoint, which integrates Data Domain data protection with VMAX3 platform, and RecoverPoint for Virtual Machines. 

It also offers EMC Isilon storage system. 

The Company offers Data Lake, with Isilon as the foundation, which enables customers to bring Hadoop to their Big Data. 

EMC offers ViPR Controller, which is storage automation software that centralizes and transforms storage. ViPR Controller also manages software defined block-storage capabilities on top of commodity hardware via ScaleIO. MC ScaleIO software is server-based storage area network software. 

The Company’s ECS Software is ViPR Data Services software branded for deployment on commodity hardware. 

ViPR SRM is EMC’s reporting and monitoring solution that provides capabilities for customers to understand their heterogeneous storage infrastructure. 

The Company’s EMC Enterprise Hybrid Cloud Solution (EHCS) supports applications features interoperability with public clouds, including VMware vCloud Air. 

Its VCE Vblock Systems accelerate the adoption of cloud-based computing models.

The Enterprise Content Division (ECD) provides enterprise software and cloud solutions. 

RSA Information Security Segment offers Advanced Security Operations Center (ASOC) Solution, an integrated set of technologies and services designed to help organizations identify threats before a breach can occur. RSA also offers Managed Security Partner (MSP) program that provides a technology platform and accompanying professional services and training to enable select partners to offer managed security and critical incident response services to customers.

VMware Virtual and Cloud Infrastructure

VMware offers virtualization and cloud infrastructure solutions. VMware develops and markets its product and service offerings within three main product groups: Software-Defined Data Center, Cloud Services and End-User Computing. VMware offers software-defined data center solution, VMware NSX, which is its network virtualization and security platform. VMware also provides software-defined storage for VMware virtual environments, VMware Virtual SAN. VMware also offers cloud management platform, VMware vRealize Suite. VMware’s VMware EVO:RAIL enables customers build and deploy a software-defined data. EVO: combines VMware compute, networking, and storage resources into an infrastructure appliance enabling virtual machine deployment.

Pivotal

Pivotal unites strategic technology from EMC and VMware and offers a platform comprising next generation data, agile development practices, and a cloud-independent platform-as-a-service (PaaS). 

These capabilities are made available through Pivotal’s three offerings: the Pivotal Big Data Suite, Pivotal Labs and Pivotal Cloud Foundry. 

• The Pivotal Big Data Suite is an annual subscription-based software, support, and maintenance package that bundles Pivotal Greenplum Database, Pivotal GemFire, Pivotal GemFire XD, Pivotal HAWQ, and Pivotal HD into a pool of big and fast data products for customers. 

• Pivotal Cloud Foundry is a commercial version of Cloud Foundry, which is used across all sectors, including finance, entertainment, telecommunications, aerospace, technology and agriculture.

• 獲利能力

PROFITABILITY RATIOS

	Company	industry	sector
Gross Margin (TTM)	61.46	26.31	39.98
Gross Margin - 5 Yr. Avg.	61.62	25.90	40.61
EBITD Margin (TTM)	23.20	--	--
EBITD - 5 Yr. Avg	25.07	13.56	20.31
Operating Margin (TTM)	14.49	10.04	9.94
Operating Margin - 5 Yr. Avg.	17.09	10.77	12.59
Pre-Tax Margin (TTM)	13.95	10.22	11.29
Pre-Tax Margin - 5 Yr. Avg.	16.25	10.72	13.41
Net Profit Margin (TTM)	10.73	7.27	7.65
Net Profit Margin - 5 Yr. Avg.	12.64	7.78	9.44