In October 2014, Elliott Management sent EMC's board a letter arguing the federation model no longer worked and urging a spin-off of VMware or a merger with a large technology company; Elliott owned about 2.2 percent.

EMC first proposed a VMware tracking stock in July 2015; on October 12, 2015, Dell and EMC signed a definitive merger agreement under which shareholders would receive about $33.15 per share in cash and tracking stock, a deal worth $67 billion.

The merger closed on September 7, 2016, creating Dell Technologies, then the largest technology deal in history and a $74 billion company serving 98 percent of Fortune 500 firms.

EMC shareholders received combined consideration of about $33.15 per share, making the $67 billion deal the largest technology acquisition at the time.

Elliott's letter named the contradiction: VMware's value was trapped inside EMC's federation.

The tracking-stock plan showed the board already conceded the structure had to change.

Dell's offer monetized the sum-of-the-parts thesis in a single transaction.

When a federation's parts are worth more apart, an activist can force a sale process; the seller's real choice is whether it splits itself or lets a buyer do it.

EMC delisted and became part of Dell Technologies, ending decades of independent ownership for Massachusetts' largest technology company. The deal turned the federation into one integrated company with Dell's brands and EMC's storage portfolio.

FOLLOW THE EVIDENCE

The sources

  1. Major shareholder pushes EMC to split its businesses (Oct 8, 2014) bostonglobe.com
  2. EMC Form 8-K on Dell merger agreement (Oct 12, 2015) sec.gov
  3. Dell buying EMC in $67 billion bet on data storage (Oct 12, 2015) apnews.com
  4. Dell, EMC complete largest tech deal as company looks to invest (Sept 7, 2016) businesstimes.com.sg