Michael Dell And Silver Lake Privatization Proposal Accepted

Dean Bradley Osborne Advises Silver Lake on Financing of Dell Buyout

September 12, 2013 – Dell today announced that, based on a preliminary vote tally from the special meeting of stockholders, Dell stockholders have approved the proposal in which Michael Dell, Dell’s Founder, Chairman and CEO, will acquire Dell in partnership with global technology investment firm Silver Lake Partners.

In connection with the transaction, Dell stockholders will receive $13.75 in cash for each share of Dell common stock they hold, plus payment of a special cash dividend of $0.13 per share to stockholders of record as of a date prior to the effective time of the merger, for total consideration of $13.88 per share in cash. The agreement also guarantees the regular quarterly dividend of $0.08 per share for the fiscal third quarter would be paid to holders of record as of a date prior to closing. The total transaction is valued at approximately $24.9 billion.

The preliminary vote tally shows that the transaction was approved by the holders of a majority of Dell’s outstanding shares, as required by Delaware law. In addition, the tally shows that the transaction was approved by the holders of a majority of Dell’s shares voting for or against the matter, excluding shares held by Mr. Dell, certain of his related family trusts, Dell’s Board of Directors and certain members of its management, as separately required under the merger agreement.

“I am pleased with this outcome and am energized to continue building Dell into the industry’s leading provider of scalable, end-to-end technology solutions,” said Michael Dell, chairman and CEO of Dell. “As a private enterprise, with a strong private-equity partner, we’ll serve our customers with a single-minded purpose and drive the innovations that will help them achieve their goals.”

Mr. Dell continued, “I would like to thank our 110,000 team members around the world who, throughout this process, have remained focused on serving our customers with unity, purpose and pride. As our company continues to expand its enterprise solutions and services business, our team members will be Dell’s most valuable asset and the key to our future success.”

“Over the course of more than a year, the Special Committee and its advisors conducted a disciplined and independent process to ensure the best outcome for Dell stockholders,” said Alex Mandl, chairman of the Special Committee formed to evaluate the transaction and other strategic alternatives. “By voting in favor of the transaction, the stockholders have chosen the best option to maximize the value of their shares. I want to thank my fellow Committee members and the entire Board for their diligent and tireless efforts on behalf of Dell stockholders, and the stockholders themselves for the careful consideration they gave to this important matter.”

The transaction is expected to close before the end of the third quarter of Dell’s FY2014, subject to the satisfaction of customary closing conditions, including regulatory approval. Dell will continue to be headquartered in Round Rock, Texas.

SunEdison Announces Pricing Of Public Offering Of Common Stock

ST. PETERS, Mo., Sept. 13, 2013 /PRNewswire/ — SunEdison, Inc. (the “Company”) (NYSE: SUNE) today announced the pricing of a public offering of 30,000,000 shares of common stock at a price of $7.25 per share. Closing of the offering is expected to occur on September 18, 2013, subject to customary closing conditions. The underwriters have been granted a 30-day option to purchase up to an additional 4,500,000 shares of common stock from the Company, all at the offering price less the underwriting discount. The Company intends to use the net proceeds for general corporate purposes, which it expects to include funding working capital and growth initiatives. Deutsche Bank Securities and Goldman, Sachs & Co. are acting as lead book-running managers for the offering. Wells Fargo Securities is also acting as a book-running manager.

This offering is being made pursuant to a shelf registration statement which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on September 9, 2013. A preliminary prospectus supplement and the accompanying prospectus relating to these securities has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to these securities may also be obtained by sending a request to: Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, telephone: (800) 503-4611, e-mail: ; Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 866-471-2526, facsimile: 212-902-9316, e-mail: ; or Wells Fargo Securities, LLC, Attn Equity Syndicate Dept., 375 Park Avenue, New York, NY 10152, telephone: (800) 503-4611, e-mail:

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s common stock or any other securities, and there shall not be any offer, solicitation or sale of securities mentioned in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such any state or jurisdiction.