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)
| The following is a transcript of a town hall meeting held with VMWare, Inc. employees on October 12, 2015. |
VMWARE
Moderator: Kalee Fennelly
October 12, 2015
5:30 pm CT
Pat Gelsinger: So a few of you decided to show up. You hear that we announced something today? Yes so today and thank you all for showing up on short notice and quite a historic day.
And Michael and I were chatting on the plane on the way in here. We were on the East Coast this morning to do the announcements thats EMC, you know, flew back.
And Michael and I were discussing briefly, you know, the largest ever deals in the industry are energy deals right, multi-hundred billion dollars right.
The next largest deal was a beer deal the (abb envy) right? So I didnt know that right? So energy, beer and this is the biggest deal in the history of IT right? And youre participating in a historic event as weve been able to roll that out.
So, you know, it really is a pretty incredible thing that was pulled off. And obviously to participate in something of this magnitude has required two real icons of the industry to pull this together.
And, you know, for this, you know, obviously we have Joe Tucci here with us right longtime chairman of EMC.
Joe Tucci: And VMware.
Pat Gelsinger: And VMware, yes.
Joe Tucci: You left out VMware.
Pat Gelsinger: And VMware, Chairman of EMC and VMware. Forgive me Joe.
Joe Tucci: Hes pushing me out already.
Pat Gelsinger: And right. I have this most terrible habit of forgetting that I really do work for him right so for that Joe...
Joe Tucci: You guys feel sorry for me?
Pat Gelsinger: Yes. And, you know, since you have a whole lot right of our stuff we do though have a few new T-shirts for you to start with...
Joe Tucci: Never enough...
Pat Gelsinger: Right so right? You know, ((inaudible)) right? And, you know, welcome to the campus.
And our most special guest for the day is Michael Dell and Michael Dell. Now Joe got the chief paper bag Michael gets the nice canvas bag right. We want him to be properly adorned when his back in Austin, right?
And go ahead and open it Michael.
Michael Dell: All right.
Pat Gelsinger: Everyone out here
Michael Dell: Weve got some swag?
Pat Gelsinger: Yes weve got some swag. Now yes so weve got
Michael Dell: Oh, nice.
Pat Gelsinger: so we got some swag so, okay.
Michael Dell: Nice T-shirts.
Pat Gelsinger: Yes so show those - so I trust youll be wearing that next week when (Sasha) comes to visit?
Michael Dell: Yes. Well, you know, lets see thats
Pat Gelsinger: Yes.
Michael Dell: Awesome.
Pat Gelsinger: Okay see what else you got in the bag there Michael. And these were if you recall we had these made so with the campus opening. And these are all the woods that are found on the campus into a tent set. So we expect that those will be prominently displayed in your office.
Michael Dell: Absolutely.
Pat Gelsinger: All right particularly when (Sasha) visits.
Michael Dell: Wait, wait theres more.
Pat Gelsinger: And there is more, right.
Michael Dell: Theres something else in here.
Pat Gelsinger: Right. You dont need to open that one but its a cube
Michael Dell: Oh.
Pat Gelsinger: that weve made right if you want to its great right of all of the materials used on building the campus into a piece of artwork.
Michael Dell: Oh.
Pat Gelsinger: right and, you know
Michael Dell: Yes.
Pat Gelsinger: a VMware cube. So...
Michael Dell: Yes.
Pat Gelsinger: and cubes are important to us as you see all around here as well so got it.
Michael Dell: Still...
Pat Gelsinger: Right. Thank you.
(Crosstalk)
Michael Dell: Im still..
Pat Gelsinger: thank you, still learning of it today.
Michael Dell: Thank you.
Pat Gelsinger: Right - but, yes.
Michael Dell: Thank you.
Pat Gelsinger: And, you know, this is not Michaels first time on campus though, right? Hes visited here a couple of times. And in fact in this room on this stage he participated with the V-sphere launch right...
Michael Dell: I did. Yes I did.
Pat Gelsinger: (Paul Mirez) right, as well. So yes a longtime friend and partner for VMware.
Now we did want to do one thing right away to get out of the way here if we could. Were going to do a selfie right? That okay guys?
Right. So if we can, you know, so stand up here because we have to go backward here. So Michael youre in the middle, my second selfie of the day.
Right there...
(Crosstalk)
Pat Gelsinger: Right so right there.
Michael Dell: Okay. Have you done this before?
Pat Gelsinger: Have I done this before?
Michael Dell: And everybody looks crazy.
Pat Gelsinger: All right so good job thank you. And thats going on my twitter as of today so thank you very much.
So with that what wed like to do and Ill just give you the order of our time here together today.
And first were going to have some comments by Joe, myself and Michael. Then were going to have a Q&A time with Michael some, you know, get to know Michael a little bit better as well as a few Q&A that were submitted from you.
And then Michael is going to leave and Joe and I are going to continue in the Q&A session to do a potentially some of the harder questions.
Given the deal...
Joe Tucci: Right, right.
Pat Gelsinger: Joe gets the hard ones I get the easy ones but, you know, given the deal is a deal that is now active right until it actually closes there are significant regulatory issues that prevent Michael from participating in certain conversations in this period obviously until the deal closes. So just letting you know ahead of time. Its not that hes mad at us or anything else right, you know?
But because of that, you know, part way through the Q&A session well - Michael will be stepping out for a brief campus tour. Hes doing a video for us for Barcelona VM World that will show there tomorrow there in (Carl)s keynotes.
So hes going over to shoot that. And were just so appreciative that he spent some time with us here on campus today.
So with that, you know, we welcome you to this time together today. It is a very unique time, a historic deal, you know, something that were quite excited about potential for the companies going forward and a very, very turbulent and significant time of transition in the industry.
And in very significant periods of transition change its better to be the one making the move as opposed to being the one responding to the moves of the industry. And thats why this is such an important deal thats been announced today.
And for that I wanted to introduce Joe to give a few introductory comments about the deal itself right, describe it a little bit.
Obviously Joes been essential to the VMware story. And since the acquisition since the spin out, since weve been working so aggressively to build this incredible company called VMware, you know, Joes had such a critical fingerprint on everything that weve done.
And I thought it would just be important for him to give you his thoughts on the overall transaction that we put together today. So with that Joe, you know, if you could?
Joe Tucci: Can that come off the big slide.
Pat Gelsinger: Yes there you go. There you go.
Joe Tucci: Perfect. Hey its great to be with you all today. How are you doing?
Group: Great.
Joe Tucci: I guess weve got a slide here. Where is it? There it is. You can read it if you want.
And I just want to talk a little bit, you know, kind of from the heart of, you know, what went through our minds when we did this deal.
Obviously I believe and stop me if you think Im wrong, that our future, a great future for us and Im talking VMware now right - a great - to win a great future we have to wait in the cloud.
We have to take the great base that you have and have - transform our customers to have a private cloud infrastructure on their premise.
And then of course they want to have the hybrid aspect that they can use on and off-site right. And we have a set of assets, great set of assets there. Do you guys see it the same way?
Male: Yes.
Pat Gelsinger: If we dont win that battle. Now every place I go, every place customer I go battling against us I see Amazon AWS, I see Microsoft, I see IBM and about 70% of the time I see HP.
Now last time I looked those are pretty big companies with the exception of HP is headed the wrong way right?
And these are big powerful companies with powerful balance sheets, great assets. Two of those companies are trying to come from the what I call the outside in to the data center, companys data center. They are strong. If you look at the strength of Azure, you look at the strength of AWS its in the public cloud. And they are bringing that into they all have private cloud versions and they all want to do a hybrid cloud.
IBM theyre doing what were doing. They said our strength is in the data center and were going to offer off-site services so theyre coming this way.
But youve got to win in the project with a new set of software assets. For the main part with - one notable big exception that comes from, those assets, the software assets that comes from, those assets, the software assets come from VMware, the software to product data center to power that cloud.
But last time I looked if those are the - that those are the players. And I dont see any other players in this game. How much VMware is being bid by AWS, anybody? None.
How much VMware softwares being bid by Microsoft? Come on guys you got to play with me.
(Crosstalk)
Joe Tucci: And almost you think IBM is pushing?
(Crosstalk)
Joe Tucci: And how much you think HPs pushing?
(Crosstalk)
Joe Tucci: So basically what this is all about in my head in my heart and Pats head and Pats heart is we have to get - we have to build a company right and to support you around you without destroying everything that I love about this company.
And I tell the story of when this we first VMware first became part of the family. I remember distinctly right, that theres 296 people in VMware. This was in very late 2003 by the time we closed in early of January 2004 there was 312. I just remember those numbers.
And, you know, so look at the growth youve had. Look at the impact youve had, look at the dynasty that youve built.
What were trying to do is how do we build a great company around you where everything we do right? We know the company is going to start out at like it $80 billion as we complete here.
We now have an infrastructure company which will be over $30 billion. And basically the software were going to push is your software, VMware software.
And this is how were going to beat. I think HP we can beat easily maybe or not as hard. IBM theyre going to be tough. Theyre - I mean anybody that takes them lightly is out of their mind. And AWS and AWS and Microsoft have - one has more money than God and one has permission to spend more money than God.
So this is what its all about. This is the vision. And if you dont latch onto the vision and if you dont believe in the vision then its not worth taking the journey. But I believe this is a great vision and theres tremendous things we can do together.
And obviously another piece of the cloud story is pivotal because we need a pass right? IBM has Blue Mix right? Theres versions from Azure and AWS. So you put that weve got a tremendous cloud stack right down to the infrastructure level.
And Michael will tell you with the great ads, the great technologies that Bill has and the culture and then why we can go fast and moving boogie and win.
So this really is the health and future of VMware thats top in center of mind because it is the crown jewels right? You see the write-ups. Youre the crown jewel. Its nice to be the crown jewel. You should be happy about that.
And were going to make sure that that crown jewel shines. And thats what this whole things about.
Now well talk about it a little later when Michaels not here for legal reasons. You know, you cant worry about how a market reacts and values your stock in a given day or a given week right? I mean a fool invests and it - and thinks of an equity investment for a short-term. But well talk about that when Michaels gone. But Im telling you if you make the right moves and you believe in it as strong as I believe it and Pat believes in it and Michael believes in it youre going to have a tremendous future. And we are going to become even a bigger growth story and with growth comes great things right?
Growth comes employment so VM will get bigger. Growth comes opportunity for you to advance your careers. With growth comes opportunities for you to fatten your pocketbook all three good things.
So were going to create a company and youre going to be the jewel, crown jewel of it thats going to grow and thats what this is all about.
So again Im thrilled. I love you guys. Ive been here with you from 296 to what have you got today (Betsy)?
(Betsy): Nineteen...
Pat Gelsinger: Nineteen thousand, holy cow. So its been quite a journey. You guys are the best. I love you. So thank you.
So I didnt quite hit this slide but you can read it okay?
Pat Gelsinger: Yes Joe never does follow the slide very well but anyway.
Joe Tucci: Im getting more ADD as I get older.
Pat Gelsinger: Yes. You know, a few takeaways from my perspective and the first thing to know is Im in favor of the deal, Im committed to the deal and Im here right, as your CEO as is (Jonathan), (Carl) and the rest of the leadership team.
I believe this is the best outcome right. And the combined companies are the best way to continue for us forward.
And when Joe first approached me about the deal I dont know, we probably talked generically about it, you know, a year and a half ago right? It sounded pretty crazy then. And seriously it was about three months ago I think...
Joe Tucci: Yes.
Pat Gelsinger: when you first started the company, you know, three, 3-1/2 months ago at that point in time. And my first answer was yes right, you know, theres - this is a potential deal that could make sense for us.
And many of the precepts of the deal were exactly what Joe and I talked about at the time right, that VMware would be the public traded entity right, that we were make this happen, that this allows us to bring together EMC and Dell as a private entity for significant transformation right and better agility and decision-making and cleaner government structure going forward right?
You know, and all of those reasons right, are whats going to enable us to be like putting turbochargers onto the VMware growth story going forward.
Because now we have the enterprise capabilities of EMC right, and the broader market capabilities of Dell helping us grow faster as we go forward into the market, you know, powerful entities, you know, across those two right, literally right?
You know, we now have almost $40 billion right, of energy going behind us to go drive this forward into the market and the enterprise space. We have the enormous capabilities, you know, of a tax rate of the broader PC capabilities in the marketplace. And altogether, you know, one of, you know, how - whats the total Joe of the total revenue right approximately $80 billion right, you know, force behind us overall in the marketplace. You know, a powerful set of capabilities while our vision and mission hasnt changed for us.
And, you know, Dell has been a great partner for VMware for, you know, since the very beginning. In fact Michael was one of the original investors in VMware from the start of the company.
And we believe that the results of this could be very significant for us going forward in the market for the long term.
And, you know, I obviously participate in the historic reshaping of the IT industry. You know, thats just pretty cool.
I mean all of us are going to look back on this day however things turned out over the next decade and say I was a part of that right, and those great moments of restructuring of the industry as we go forward. You want to be part of the company thats driving the change in the industry not the one thats responding to it. And thats a powerful position for us to be in.
And, you know, at the heart, you know, what are we? You know, we are this innovative software infrastructure company. And thats exactly what were going to continue to be as we go forward.
Thats who we are. Its what we are. And were committed to the broad ecosystem, the broader play that VMware has continued to have in the past. So fundamentally this is accelerating the vision, mission right, and the core values that we have as a company going forward. So it keeps us exactly on course. In fact it gives us a lot more tools and potential to go execute on that mission.
I wanted to just briefly give a little bit of a story of Michael. And Michael and I, I think it was 86 was the first time that I met Michael right, where he was coming begging for chips to Intel right?
And literally he was right? Right, you know...
Male: Sure.
Pat Gelsinger: right, you know? I mean, you know, hes a stupid college kid building PCs right, you know? Why should big mighty Intel give him anything right, you know, at the time right?
So, you know, it really was and just that tenacity right, thats created one of the worlds great IT companies.
And I probably remember most, the thing I remember most is when we were first starting in the mid-90s the industry standard server business right?
And this was, you know, as were going out to right to HP and Compaq and DEC and so on to get them to start using x86 processors and servers and all of those had big server businesses but all of the risk processors in their proprietary system. And this was upstart Dell who was going to be in the server business.
And I remember this because were creating the industry standard server specs Michael associated with that. You know, and could Dell be an enterprise player right? It was a big question whether they could have anything.
You know, yes theyve proven themselves as a fast-growing PC company but out of that was the tenacity, the vision right, of really driving an open industry ecosystem around servers. and that was probably the most to me just the most impressive business play. And it was a critical one for us to establish.
You know, what today represents over 95% of all servers, you know, based on the x86, the thing that our software has monetized in a unique and powerful way and that period of creating those servers in Dell was just a critical ingredient in making that happen at that phase of the industry.
So thats been a long-term partnership, you know, respect and incredible right, recognition of that tenacious vision that Michael and the Dell team has brought forward. So Michael maybe a few comments overall and then I have some questions to ask you for the group.
Michael Dell: Great. Well thank you Pat, thank you Joe. I am thrilled to be here and, you know, to be back here at the VMware campus.
Its not my first time. As was said earlier. Dell was one of the early investors in VMware before Joe took the brilliant step to buy VMware. And congratulations to, you know, your incredible team and Joe and Pat on what you guys have created. Its an amazing company.
A company, you know, that is absolutely a key part of our industry. And, you know, the independent ecosystem that you have created is incredibly important and we want to only help you enhance that.
I love your epic values. And I know your culture is very important to you. I can tell you that, you know, we dont believe in trying to homogenize our cultures across a group of companies that are now getting even larger. But Im incredibly excited to be here.
Love the innovation, disruptive innovation that youve been driving. And but look, my journey to be here today started about 32 years ago in my dorm room.
And, you know, Ill care about this company after Im gone. And so this is a passion. And, you know, what I see is a tremendous opportunity. The combination of Dell and EMC allows us to build absolutely a powerhouse in the enterprise with, you know, winning businesses, absolutely winning businesses in servers, in storage, in virtualization, in PCs.
A company that is a leader in an amazing 22 Gartner Magic quadrants. You know go look up, you know, what the other guys have. Youll find thats quite incredible.
And if you think about whats going on in the world, you know, customers are trying to deal with all this digital information, digital transformation. The software defined data center that you all have led so well, the converged infrastructure and the opportunities that will now have a converged infrastructure bringing together all the capabilities of VMware, EMC and Dell are amazing.
Cloud and particularly leadership in hybrid cloud mobility with AirWatch and the great momentum you have there.
And with Dell were going to add 20,000 passionate new sales team members to go help you sell more of your incredible portfolio of software products.
And Pat and I spent a lot of time kind of mapping out, you know, what are all the touch points here where we can go drive more success and more license origination for your business?
And finally the other challenge customers have is how do they balance all these new exciting things and the explosion in devices with the need to secure all that?
And you have some for test Dick security capabilities. EMC has are as a, Dell has SecureWorks, SonicWALL. Theres lots of opportunity here in the family.
As you know VMware will continue to remain an independent company and an independent public company. And in fact I guess that means they like that.
Male: I think so. I think so.
Michael Dell: You know, there are some other parts of EMC that are sort of on a similar path, a similar journey. And we only want to help them along that path, you know, and certainly see an ability with the private structure we have in the parent company to be able to invest and incubate businesses and allow them to develop uniquely with culture and leadership and be able to go serve, you know, the great opportunities out there.
You all are familiar with the ones within the EMC family. In Dell we have some other interesting ones like (Goomy) which some of you may be familiar with and SecureWorks and others as well.
So look this is incredibly exciting day for our collective organizations. You know, Pat I think I did meet you when you were working for Andy Grove. We were most - we both must have been teenagers.
Pat Gelsinger: Yes you were much younger then. Right.
Michael Dell: Actually known Pat longer than Ive known Joe. I met Joe in 1994 before he started with EMC. And Ive got to tell you these are - Im not talking about me, these are two of the finest leaders in our industry. And Im honored to be able to work with them. And I want to - its not quite time to do this officially but I want to welcome you to the family.
Pat Gelsinger: So Michael obviously, you know, a historic deal. Why EMC, right? You know, what made that the right partner for you to pursue in this deal because I think it was your first phone call to Joe?
Michael Dell: Right, it was. I called Joe about a year ago and we have been, you know, had lots of conversations, meetings discussions, you know, meetings on the East Coast, meetings at my house in Austin.
At one point we came and met with the entire board.
Pat Gelsinger: Yes.
Michael Dell: And look I think, you know, I believe that the challenges that I talked about our real right, the digital transformation, the conversion infrastructure, software defined cloud, you know, security mobile. And weve been on a journey to help our customers address those challenges.
And the combination here with EMC, VMware, pivotal, virtual stream, VCE, RSA massively advances that agenda and helps us go address those challenges.
Im also really excited about, you know, this private company structure, you know, in the so-called parent company right?
You know, at Dell we have been private for two years now.
Pat Gelsinger: And how do you like being private?
Michael Dell: Love being private. Being private is great.
Pat Gelsinger: I am actually very jealous.
Michael Dell: And, you know, what thats allowed us to do is really change our horizon of focus from 90 days to three years, five years, ten years.
And just imagine for a second if you could dream with me right? You know if you were thinking about your business over a longer period of time what are the things that you would do?
And so weve really doubled down on investments in R&D and innovation. And, you know, this last year we filed more patents than in any year in our history. It was 28% more than the year before.
And so the level of innovation and new products
Pat Gelsinger: What your whole portfolios been like 10,000 patents?
Michael Dell: So were up to about 8000.
Pat Gelsinger: Eight thousand so closing in so
Michael Dell: And so, you know, growing rapidly. Were also adding aggressively to our sales organization right?
You know, as we looked at our business we looked around the world and, you know, we serve customers of all sizes. And we said where are the customers that we havent spent enough time with, we havent talked to as much?
And its just in the last six months weve added about 2000 new salespeople into the company. And so even in a time when there is industry turmoil there are, you know, challenges and things out there we can see through those and look forward to a longer term horizon.
So love that structure. Again youre going to remain a public company and youre going to remain an independent public company so were not talking about VMware becoming a private company at all.
But I think that having a parent company that is privately controlled will afford some nice advantages.
And certainly we think the addition of the Dell sales engine and, you know, the discussion we had about all the additional opportunities to, you know, combine our technology together thatll be, you know, great for all of you and it will be great for VMware shareholders I believe.
Pat Gelsinger: And how now obviously as were getting those synergies underway one of the potential locations on the other side is some of our other partners, right and how do you see that ecosystem aspect playing out Michael? You know, what do you think are the right sort of rules of the road for our partnership there?
Michael Dell: Well look I think its really, really important that we only preserve and enhance your independent ecosystem. And, you know, I think VMwares success has been fundamentally based on that in large measure.
And, you know, as one of the, you know, participants in the ecosystem I see how this has been done and its worked very well so I think that has to continue.
You know, Dell is itself will continue to work with other folks right and because we serve lots of customers. And so, you know, youll see us do things with folks that you may consider to be your competitors. And, you know, Im sure VMware will do things with a broad industry ecosystem.
I think thats an important thing that, you know, should absolutely continue.
Pat Gelsinger: Tell us a little bit more about the early days of Dell. I mean what, you know, I mean a whole lot of little startups and I mean you werent the only college dorm room at the time
Michael Dell: Yes.
Pat Gelsinger: and obviously today one of the powerhouses of the industry. Just help us to get know Dell and you a little bit more?
Michael Dell: Yes. Well it wasnt quite like Hold and Catch Fire if youve watched that. But, you know, look when I was about 16 years old I was in high school and, you know, IBM introduced the PC in 1981.
And, you know, I figured this is going to be really interesting. You know, IBM, you know, back in the 80s IBMs combination of the IT sector was unlike any companys domination of an industry sector in the history of all industries.
It was like, you know, they were the giant beyond all giants.
And so, you know, this IBM PC came out. And I had already, you know, been messing around with microprocessor based computers and learning everything I could and just totally immersed in the whole thing.
And, you know, while other kids were off, you know, souping up their cars I was souping up computers. So yes I was kind of nerdy, you know, and
Pat Gelsinger: You said it and its okay.
Michael Dell: And, you know, one of the things that I notice was that first of all you kind of saw this personal computer that you could buy for not a lot of money. It was like wow this is amazing. You know, its just like, you know, think of what you could do with this. And so my mind was just, you know, really entranced with that.
And then as I kind of took the thing apart and I noticed that it had like 500 I added up it was about $500 worth of parts and they sold it for $3000.
And, you know, to me as a teenager it seemed like a criminal enterprise, you know, and so
Pat Gelsinger: You were out fighting crime at that early age.
Michael Dell: Yes. Yes so, you know, by the way this is not in any way to suggest the, you know, we dont like your margins, you know. You know, things change, people change, you know, a lot of people do silly things when theyre teenagers.
So, you know, I messed around with this stuff in high school and, you know, youre supposed to sort of do what youre supposed to do in high school and I did that.
So I go off to college and, you know, my parents arent really watching me, right? And I went to the University of Texas in Austin. It was like this enormous school. You know, if you dont show up for class nobody really notices.
So I was sort of starting a computer company in my dorm and of course I didnt have any capital. So I started by upgrading existing computers. so I would, you know, buy memory I would buy, you know, disk drives and I would write some software and, you know, upgrade a machine here and there.
And thats literally how the company started in 1984 in my dorm room.
It grew 80% a year for the first eight years and 60% a year compounded for the next six years after that. And for any of you who are good at math, you know, that gets you over $10 billion very quickly.
So, you know, its been a great adventure, continues to be a fantastic adventure. And I really believe in the positive impact that technology has in the world.
I mean weve all been very fortunate to see the incredible things that the products, you know, that weve created having enabled in the world and, you know, that continues to really excite me.
And certainly the, you know, the impact that its had on, you know, billions of lives out there, you know, continues to excite me. And Im unbelievably thrilled about this next stage of the adventure. And, you know, its a good start.
Well thats great. So just helping us get to know Mike a little bit more of a leadership story, I mean youre running enterprise now of 100,000 people right, you know, a big, you know, a mentor, a leadership event. I mean whats helped to make Michael, Michael?
Well look I think I am someone who, you know, I like to learn. Im curious. I like to ask questions. I think, you know, we lead by example. And when things arent going so well we, you know, kind of admit the issues and, you know, work to address any problems as fast as we find them.
You know, I think we - its like theyll have a culture that kind of thrives on winning and it thrives on customer focus and customer orientation.
And, you know, one of the other things I believe about leaders is, you know, a really important part of leadership is people have to want to follow you. If people dont want to follow you youre not a leader, right?
So I dont think theres any one right way to do it. You know, Ive seen lots of different, you know, ways to lead. You know, I like to ask a lot of questions, you know, as youll - as well get to, you know, work together more closely.
And, you know, we want to help all of you succeed and reach your full potential and we want to help our customers.
And, you know its been exciting at Dell as weve gone private and we do this survey inside a company called Tell Dell.
And Tell Dell is our, you know, its, you know, confidential, you know, anonymous and its voluntary.
And the reason its voluntary is, you know, we want to see what the participation rate is. And if, you know, nobody participates we get these surveys back if we dont do anything then its like a Dilbert cartoon and nobody wants to, you know, be a part of that.
So we actually do stuff. We listen, we learn, we take the feedback and we make changes and we evolve and make our company better for our team.
And so this last day when we completed the last survey not only did we have the highest participation rate ever in the 15 years weve been doing this, we also had the highest scores ever across the whole company.
And the only time they were - the second time that they were almost as high was last year right after we completed the privatization.
Pat Gelsinger: Good. So (Oliver) a few questions that we had from submitted.
(Oliver): So thank you everyone for pre-submitting all your questions. There were some natural categories that all of your test questions fitted under.
Were going to ask Michael a couple and then (John) and Pat are going to stay for the other questions and then well open it up to all of you.
So Michael in case everyone missed it I dont think anyone did and a lot of questions about will we be taken private and will we be spun out as a completely independent entity?
Michael Dell: Yes I think that its no and no right so
(Oliver): A simple one. We like your brevity.
And then there were lots of questions about culture. Whats Dells culture like? Have you seen it change over the years since youve led Dell?
There was some questions about hey, do we think that VMwares cultures going to need to change and how are we going to keep VMwares culture very special?
Michael Dell: Well let me start with that, dont want to change your culture. You know, I think the ethic values and the focus you have on disruptive innovation and being a Silicon Valley-based company we love all that and we dont want to monkey with that or adjust that in any way.
You know, I think as I said earlier, you know, if you think about EMC, Dell, you know, VMware and any other number of businesses that were incubating and growing theyre all going to be a little bit different and thats totally fine. Theres nothing wrong with that.
We want to, you know, allow your culture to continue to thrive.
A couple of things youll learn about our company, you know, (Efisphere) is this organization that sort of ranks and rates companies on ethical orientation.
Weve been listed as among the most ethical companies in the world for the past two years in a row.
I think youll also - they have a beautiful campus here. Youll also see that inside Dell, you know, being from Austin, Texas we have a tremendous commitment to the environment.
And we spent a lot of time working on how do we use the cleanest and best most recyclable materials, you know, reduce energy consumption as much as possible and really be a leader in sustainability?
The other thing Id point to is as our company has evolved weve been spending a lot more on research, innovation and technology.
And certainly were advancing that, you know, quite a bit here with this incredible combination.
But as I mentioned earlier, you know, we really prize our developers, our engineers, the talented individuals in our organization that are able to, you know, bring those ideas forward and create the incredible products that, you know, were able to bring to customers.
We also, you know, are a company with incredible reach right? So we have, you know, some 10 million plus customers of all sizes. Were in 180 countries so, you know, its kind of like a big friendly giant so
(Oliver): And with that thank you Michael and lets give Michael a big thank you and a big round of applause.
Michael Dell: Thank you. Thank you.
(Oliver): Great.
Michael Dell: All right they said I had to leave but Im looking forward to coming back and getting to meet all of you to getting to know you better so
(Oliver): Yes. We look forward to hosting you.
(Crosstalk)
Michael Dell: So, but in the meantime, you know, keep up the great work. We love your products and, you know, VMware for quite some time now has been an essential part of the industry ecosystem and we only want to enhance that and help you all succeed so thank you.
(Oliver): So were going to open up to all of you in just a few minutes but there were a ton of questions about stock.
So we thought we would start Joe and Pat off on stock. And if I - Ive read all of your questions so thank you. And thats really kind of pretty much this which is one a pattern today. This looks like it was a great deal for EMC shareholders, perhaps less of a deal for VMware shareholders.
And then there was something about a lot of questions about, Hey it looks like it might be in the interest of Michael Dell kind of keep our share price lower because of variable element of the deal. So talk to us about stock and then well open it up to all of you. Joe why dont you kick it off.
Pat Gelsinger: You all ready? Hard questions, easy questions. Okay Joe go.
Joe Tucci: Yes I was thinking of Michael that was telling the story about, you know, his youth and how he was young and skipped class to, you know, build PCs and build a great company.
We have something in common I skipped class too except I played baseball. I dont know how well that serves me. I dont play baseball anymore and hes still building computers so but the - to get back on the issue of stock theres no real - first of all the last thing you said I dont understand at all right?
Read that last point again because I dont know who - I mean thats kind of like I dont get that question.
(Oliver): The last point is our press release says the Dell will pay fixed price for each EMC share 2405 and a variable price for each VMware share.
Joe Tucci: Yes.
(Oliver): Its not - it makes it in Dells interest the VMware share price to decline before the deal is closed.
(Crosstalk)
Joe Tucci: I dont get the math. You guys are real smart in math. That math doesnt work.
(Oliver): So answer the question for us.
Joe Tucci: The way the deal is structured okay, the - an EMC shareholder now you got to remember 81% of VMware shares are embedded in an EM shareholders when he buys the share of EMC right? Okay, so just remember that number.
What theyre going to get now is theyre going to say okay for that EMC share which has those two things, you know, value for EMC and whatever the percentage is of 81% of your ownership of that value theyre going to get per share $24.05.
Then you take your share price highest .111 right and they get that many of your shares. So every single EMC shareholder gets VMware shares, tracker shares. And Ill explain what a tracker is in a minute, you follow?
So how could what you said be true? I mean when - it doesnt matter. Its fixed. Dells got - they want to see it go up not down. They want to make sure this deal closes with no material adverse changes.
And EMC shareholders have to vote for this deal. So if the shares go down too much theyre going to say, Hey, the stock was selling for 12, 25, 26, 27 depending on the day. Youre only giving me $24.05 in cash.
The value that Im going to get my upside is really the VMware tracking stock. And Ill talk about what a tracking stock is versus the regular share right? So that question makes no sense.
And since Dell wants to close the deal and EMC shareholders want value so they want the VMware - the best way to - the only way to do that because the $24.05 is fixed.
The only way to do that is for your shares to go up, do understand that part? But thats not true okay?
Secondly what - was happening here right - and it would have been the same thing had we done this with regular shares right?
If basically youre going to say your float is very thin. You have, you know, by definition 19% of your shares that are in common that float because EMC doesnt float any of its shares right?
And then if you look at some of your shareholdings and I dont know what the latest number is - is (Jonathan) here? But if you looked at the latest share he could tell you that a lot of those are held by very stable shareholders so very few - very few have very, very thin flow.
And that very thin float actually works against you because theres a lot of big funds out there that to meet their roles to get into the funds they have to take a significant position. You dont have enough shares floating but you actually limit yourself to the number of funds you can actually get in.
So liquidity increases the value of shares. So by putting more shares on the market over time right, you have more liquidity prices should rise.
Now obviously when you dump a whole bunch of shares on the market at once the market has got to sort through that.
And whats happened now is the ARBs right, and youve got to remember most of - a lot of the trading, most of the trading that goes on they dont even know what stock theyre buying. These are programmed frequently frequent high frequency traders that are dishing it out.
And if they see a spread of 25 cents, 30 cents theyll jump in. So whats happening is youll see a lot of short pressure.
Male: Right.
Joe Tucci: No obviously once things start floating, you know, those things should equal out. So we actually have - we spent weeks and weeks with the best and brightest minds on Wall Street. And they all said when you first do it its going to get volatile.
And then as the weeks go by itll stable out. So youre looking at, youre looking at a one day and this just got dropped on the market today, boom right and then the ARBs come in and you - and thats what youre seeing.
So, you know, that - youve got to look at this over a period of time. And its not years but its going to be weeks maybe even a couple of months to really settle in.
So if you have to have if you have to sell today I understand youre disappointed but if you take a longer term view and you believe in your company youre going to be just fine.
The tracker stock what it does is because one of the things Michael was intrigued about and excited about was having VMware in the family.
So therefore he didnt want to sell his whole position. And he told you no and no, one of those two nos hes never going to spin it right?
But what he wanted to do was increase your increase your float which helps you over time and it will and it helps get a deal done.
And then of course he has made a commitment of billions of dollars that he cant do it now, billions of dollars to come in behind both the common stock and the tracker to keep both in pretty much balance.
Now the tracker is set up to be as close to they as it can representative of the real stock, the common stock. Theyre both real stocks. They both trade.
And the reason it should trade so well is because you have - you do report quarterly. You do have a board. You do have float. You have years and years of ordered financial.
So its not like its a real company. This should be the highest quality tracker in the history of trackers. And theres a tremendous number of trackers that have been used. But still when you look at the total universe its small. So, you know, youre talking to something thats been tried dozens and dozens uses, dozens and dozens of times. You know, probably the most successful users is John Malone with Liberty with his Liberty Group right, Liberty Media and Liberty Interactive and all those floats.
And hes - they use all letter stock. Disney has used it. So its been used number of times and they do work. But they take a while for the market to sort out.
So we would not have done this if we thought it was going to cost you any economic pain whatsoever. And I dont believe it will. But it will take a little bit of time to sort out in the market.
And one of the missing ingredients is going behind it which tells pledge of billions of dollars, you know, to buyback to keep both stocks up.
And of course that cant happen now because hes - he cant even be here when Im having this conversation legally. Thats why, you know, I think Pat did a good job of separating these two conversations.
So you understand what a tracker is. Its an economic interest. Its a real promise that you own. Heres a common share and heres a tracker share and basically were going to treat you exactly the same as if you had this.
So if this pays a dividend this will pay a dividend, et cetera. Right?
Pat Gelsinger: Okay so how is your corporate finance 101? You all got that?
(Crosstalk)
Pat Gelsinger: Great. And Ill just emphasize with that that, you know, its not commonly used right? It is an exception. Its not like this is the first one right? But it will take this to the market some time to digest it. Its going to take all of us sometime to explain it. And is not just the idea of trackers but how this one is going to work right, specifically and why it is such a higher quality and why we expect it to trade essentially evenly with the VMware shares. So next question (Oliver).
(Oliver): So over to all of you. If you have a question just raise your hand. Weve got a bunch of mic runners and if you could first and Joe - oh, actually on, sorry. If you have a question please walk up to the stand
Pat Gelsinger: A couple of mics.
(Oliver): and just tell Mike and Joe or tell Joe and Pat. I beg your pardon. I called you Michael already.
Pat Gelsinger: He liked it.
(Oliver): Well your name is in which group youre in. Who has a question for this illustrious panel I have?
Pat Gelsinger: Come on up to the microphone yes. Stand up and come on up to the microphone here.
(Oliver): Up front here.
Female: Good afternoon. Im from AirWatch and we are in the middle of transitioning into VMware. And I would like to know what does that mean for us exactly?
Pat Gelsinger: So simply put nothing right? Theres no change And were going to continue exactly on the course that were in with the integration plan that we had for AirWatch.
You know, as weve laid out to the AirWatch team, you know, as we align right the sales orgs, as we connect the R&D organizations, as we align benefits, you know, that timeline remains exactly the same.
And so right the simple answer is no change right, were exactly on course for what were doing with AirWatch.
And you heard Michaels comments. I mean hes excited to help accelerate the growth of AirWatch. And they have some powerful sales engines and they do a lot of products in the marketplace that should be nicely complementary.
So he and I have built this checklist of potential synergy opportunities that, you know, as you - if you listen to the call that Joe and I did this morning this morning right Joe. It seems like a very long
(Crosstalk)
Pat Gelsinger: day away but that we did this morning we expected those synergies could aggregate to in excess of $1 billion over time.
And one of the line items and that is the AirWatch acceleration.
Female: Okay. So were continue to become VMware.
Pat Gelsinger: Yes AirWatch by VMware.
(Crosstalk)
Female: Thats going to be by VMware.
Pat Gelsinger: Yes absolutely and were keeping - were going to keep the AirWatch brand just like we have. You know, its a powerful brand, well recognized brand and we want to connect that to VMware right and use that as a more broader more similar product offerings over time.
And now were going to have EMC Dell like celebrating us in the marketplace.
Female: Okay, thank you.
Pat Gelsinger: Very good, other questions?
(Steve Hap): Hi. (Steve Hap), Education Sales Executive for VMware. We work with a lot of customers who do not have master services agreement with VMware. And weve always leveraged EMC from a federation perspective. So I just need to understand is that can continue, you know, with the change with Dell?
Pat Gelsinger: Yes so simple answer is we expect all of those things to continue. Obviously as Dell and EMC come together right, you know, we have to understand what that means in terms of master agreements, et cetera. But our objective would be we now have twice the firepower behind us that we had before.
So all of those aspects, you know, the ability to leverage EMC now should be expanded as we leverage Dell EMC just because of the reach particularly as you go to the midmarket, SMB, you know, government, you know, states, healthcare. I mean Dell has some incredible reach in those places which just expands the potential opportunity for us to see acceleration as a result.
So all of the near-term leverage federation activities like the master services agreement, like the federation, client director program all of those things are on track.
And as we do the integration of Dell and EMC and remember we expect the deal to close mid of next year so between now and then everything is the same.
Male: Its business as usual, yes.
Pat Gelsinger: Right? You know, we will put some arms length business agreements in place with Dell as soon as possible to see some acceleration. But that will be essentially its good business deals for us as independent companies.
And then obviously after the deal completes in the middle of next year thats when we can get underway with some of these additional accelerations or expansions that we hope to see occur. Thank you.
(Elaine Chin): Hi. Im (Elaine Chin) from Digital Marketing. I have a quick question. How will this Dell acquisition impact VMware employees benefit compensation, et cetera, because we have very good benefits?
Pat Gelsinger: So no change right? You know, and theres some, you know, the independent company aspect that you heard me comment on Joe and Michael comment on all of those aspects their culture the same. Were going to remain right with an independent board our benefits, our programs, et cetera, you know, will be the same.
Obviously, you know, were going to look for opportunities to leverage the greater breath that we have and, you know, well do that across the full right to a set.
Now between the entities, you know, this is a large, large company
(Elaine Chin): Yes.
Pat Gelsinger: right? So can we do a better job in supplier agreements? You know, could we be able to drive some of those costs of benefits down as a result that we could in fact bring more benefit to the broader employees?
Obviously well look for ways to leverage that but the core companys values benefits programs, product strategy, vision, mission all of those things is the same and we also hope to accelerate that as a result of this transaction for VMware.
Joe Tucci: Okay, let me add to that. The - thats for you.
Pat Gelsinger: Do you want me to take that for you Joe?
Joe Tucci: Probably not.
(Elaine Chin): I didnt call you.
Joe Tucci: Its Michael. No Im only kidding. Look when we put together to do a deal this size this is a massive deal right, massive.
And, you know, the reams of paper are this thick and the amount of we made a lot of consultants and bankers incredibly wealthy I think.
There is not one dime of cost synergy right in that effects VMware.
As Pat said there was a lot of benefit, you know, revenue synergies. The impact of, you know, take on your sales force but combine our go to market organization is going to be 40,000 strong, 40,000. And thats pre-sales, management sales and of course youre part of that 40,000.
You know as Pat said when we do a rent a car contract right, for instance, you know, were going to say hey we have 100 whatever this thousand people and you give us a better deal and youll get a benefit of that. But theres not one dime of cost synergies.
No on the EMC side there are some cross synergies right? But even there the revenue synergies are three times as great as the cost synergies. But this is about is the only way I would even contemplate doing something like this is going to be about how do we accelerate growth?
But on your thing I can look you all in the eye and say not a dime of cost synergies all, how do we get more revenue more success for VMware driven with, you know, take out your sales - so say its 35,000 extra people that are going to help push your product everyplace we can and as I talked about in my opening remarks win that cloud battle, win that software defined data center value battle, win that hybrid cloud battle. Right?
(Elaine Chin): Thank you.
Joe Tucci: Okay. Yes okay.
Pat Gelsinger: One more question. Okay.
(Trevor Tish): Hi. My names (Trevor Tish) and Im from the EUC Team. If I look at the (content) the distribution right now you have 19% currently owned by market - by VMware, 28% by Dell...
Joe Tucci: EMC you mean.
Right.
(Trevor Tish): Im sorry yes, the open market sorry.
Joe Tucci: Right.
(Trevor Tish): Nineteen percent open market
Joe Tucci: Okay yes.
(Trevor Tish): 28% Dell and 53% tracking shares.
Joe Tucci: Yes.
(Trevor Tish): So currently states there is no single owner of VMware right now. Are we saving Pat for a hostile takeover here because 53%
Joe Tucci: No. Its, look this is the best of both worlds. Part of what I realized over time, going away. Part of what I realized over time is that having two private companies is very difficult.
Making one of those companies private, in this case EMC and Dell will make life much easier, much faster decision-making.
I really - Michael told me a story last time he came to see me he was flying from Boston and he said he got a good map and he completed his board meeting. He has very good electronics on his plane so hes conducting a board meeting on the plane that lasted an hour and 10 minutes. I said, I cant get the board members to sit down for an hour and ten minutes.
You know, so its a lot - its going to be, you know, incredibly more efficient. But so but the - right now the beauty of what we did set up right is EMC has just like Google has a super majority voting shares.
So therefore it - when a shareholder proposals or somebody take your private you got to have the votes Dell will have the super voting shares so theres nobody they can do anything hostile to you. So you can be - you can use that as a shield to be protected.
And thats the beauty of this. You cant attack the - youre an activist. You cant attack the private company because Michael owns it. Michael by himself by the way this is very unusual Michael by himself owns 70% of his company. Its good building PCs in dorm room right? So right, so you cant attack that because Michaels got 70% of the votes he said.
You know, of course hell protect VMware because with his super majority shares the way we do today.
Pat Gelsinger: Its really, you know, significant in that sense because
Joe Tucci: It cant happen.
Pat Gelsinger: Right because the activist thats been in the EMC shares right they came out in favor of the deal right, if you didnt see that press release today right?
And VMware is now activist proof right, you know, as a result of the deal right so at that level. So it really, you know, guarantees us a cleaner view of the future in that regard. And this public-private gives us a much cleaner operational and much more rapidity right and efficiency to the operational model.
So that, you know, all of these things should help us to make decisions faster, move faster in the industry not have any of those overriding concerns.
And yes it will take me the hour and ten minutes to get the board to sit down because I still have an independent board to manage.
Joe Tucci: So great.
Pat Gelsinger: Well okay, last question go ahead.
(Zimmer): Hi. My name is (Zimmer) and Im a senior product manager.
Pat Gelsinger: How are you?
(Zimmer): My question for you Joe as part of the deal theres a clause which states that EMC can shop around for 60 days. Is there any chance well be having this meeting again in two months?
Pat Gelsinger: Good question.
Joe Tucci: No, no, thats a good question. When you do this kind of deal right, the law of the land says youve got to make sure that you did the best deal for your shareholders and theyre the owner the company right?
So what a provision basically says is Dells great saying that okay thats the law of land. Im going to encourage you to go shop fast. Lets see if there is anybody else interested.
But I mean its so anything could happen. And I dont know the answer your question but you have to significantly top, you know, 67 point what - whos counting, $67.1 billion bid right?
(Zimmer): Would we actively sell for that?
Joe Tucci: Well our bankers are obligated to actively make sure that theres nobody out there that would - that thinks this is worth a lot more.
Pat Gelsinger: And, you know, its a great question because, you know, again shareholders, shareholders have they gotten the best deal right? And ultimately thats what we have to be able to say at the end of the deal or EMC has to be able to say to its shareholders and the board right.
And a deal of this magnitude is just mind boggling to put together a deal like this. So to think somebody else is going to top it wow but you have to go look right at that level.
So with that I think our time is up for today. You know, Joe thank you so much for joining us again today. You know, lets all appreciate Joe.
Joe Tucci: And thank you Pat as I did appreciate you. And I will make sure that I do everything in my power which by the way is still substantial to make sure that your interest...
Pat Gelsinger: For nine months right, and then
Joe Tucci: Well if thats okay but right now to make sure your interests are well taken care of.
Pat Gelsinger: Yes. And again remember right, you know, we were barely a seedling right when Joe began his interest in VMware.
And obviously, you know, throughout this entire process, you know, Joe has been absolutely passionate right about his people, his leadership team, his companies, his employees right on the EMC side but also here on VMware.
And for that, you know, we all right can be extraordinarily appreciative for that kind of leadership making sure that we had a great landing spot that survived all of us as leaders for decades into the future for the powerful, disruptive, innovative capability that you are at VMware. Thank you very much.
Joe Tucci: Thank you guys really.
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