0001193125-15-342476.txt : 20151013 0001193125-15-342476.hdr.sgml : 20151012 20151013133258 ACCESSION NUMBER: 0001193125-15-342476 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151013 DATE AS OF CHANGE: 20151013 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EMC CORP CENTRAL INDEX KEY: 0000790070 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 042680009 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09853 FILM NUMBER: 151155662 BUSINESS ADDRESS: STREET 1: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 BUSINESS PHONE: 5082937208 MAIL ADDRESS: STREET 1: 176 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748-9103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Denali Holding Inc. CENTRAL INDEX KEY: 0001571996 IRS NUMBER: 800890963 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS III, L.P. STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8120 MAIL ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS III, L.P. STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 425 1 d15869d425.htm 425 425

Filed by Denali Holding Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: EMC Corporation (Commission File No. 1-09853)

Email to Dell Alliance Partners

Subject Line: Dell Enters into Agreement to Acquire EMC

Today Dell announced it has signed a definitive agreement to acquire EMC Corporation, while maintaining VMware as a publicly-traded company.

The combination of Dell and EMC will create the industry-leader in the extremely attractive areas of the $2 trillion information technology market, with a complementary product portfolios, sales teams and R&D investment strategies. The transaction combines two of the world’s greatest technology franchises – with leadership positions in PC, Servers, and Storage – and brings together strong capabilities in the fastest growing areas of our industry, including Digital Transformation, Software Defined Data Center, Hybrid Cloud, Converged Infrastructure, Mobile and Security.

The combined Dell will be the best positioned company to address customers’ current and future IT needs in a rapidly evolving landscape. And with its private ownership structure it will have the flexibility to invest for long-term results.

I want to assure you Dell and EMC will maintain our commitment and investment in the world class technology alliances.

Following completion of the transaction, Michael Dell will continue to lead the combined company as chairman and chief executive officer.

The transaction is subject to other customary conditions, including receipt of required regulatory approvals and EMC shareholder approval. The transaction is expected to close in the third quarter of Dell’s FY2017.

Additional information about the proposed transaction can be found in the announcement from this morning.

Sincerely,

Armughan Ahmad

Disclosure Regarding Forward Looking Statements

This communication contains forward-looking statements, which reflect Denali Holding Inc.’s current expectations. In some cases, you can identify these statements by such forward-looking words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “confidence,” “may,” “plan,” “potential,” “should,” “will” and “would,” or similar expressions. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (i) the failure to consummate or delay in consummating the proposed transaction; (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) the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained, or is obtained subject to conditions that are not anticipated; (iv) 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. common stock; (v) the effect of the announcement of the proposed transaction on Denali Holding Inc.’s relationships with its customers, operating results and business generally; and (vi) adverse changes in general economic or market conditions. Denali Holding Inc. undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. This communication is being made in respect of the proposed business combination transaction between EMC Corporation and Denali Holding Inc. The proposed transaction will be submitted to the shareholders of EMC Corporation for their consideration. In connection with the issuance of Class V Common Stock of Denali Holding Inc. in the proposed transaction, Denali Holding Inc. will file with the SEC a Registration Statement on Form S-4 that will include a preliminary proxy statement/prospectus regarding the proposed transaction and each of Denali Holding Inc. and EMC Corporation plans to file with the SEC other documents regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to each EMC Corporation shareholder entitled to vote at the special meeting in connection with the proposed transaction. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS RELATING TO THE TRANSACTION FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may obtain copies of the proxy statement/prospectus (when available) and all other documents filed with the SEC regarding the proposed transaction, free of charge, at the SEC’s website (http://www.sec.gov) or from Denali Holding Inc.’s website (http://www.dell.com/learn/us/en/uscorp1/secure/dell-emc-transaction).

Participants in the Solicitation

Denali Holding Inc. and certain of its directors and executive officers may be deemed to be “participants” in the solicitation of proxies from EMC Corporation shareholders in connection with the proposed transaction. Additional Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of EMC Corporation shareholders in connection with the proposed transaction and a description of their direct and indirect interest, by security holdings or otherwise, will be set forth in the proxy statement/prospectus filed with the SEC in connection with the proposed transaction.