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Published on 9/21/2009 in the Prospect News Special Situations Daily.

Dell to begin $30-per-share cash tender offer for Perot Systems

By Lisa Kerner

Charlotte, N.C., Sept. 21 - Dell Inc. announced it will acquire Perot Systems Corp. in a deal valued at $3.9 billion.

Both companies' boards of directors approved the transaction, which is expected to close in Dell's November-to-January fiscal quarter.

Dell will begin a tender offer to acquire all of Perot's outstanding class A common stock for $30 per share in cash.

Under the companies' definitive merger agreement, Perot is required to pay Dell a $130 million termination fee under certain circumstances, according to a form 8-K filed with the Securities and Exchange Commission.

Perot will become Dell's services unit and will be led from Plano, Texas, by current Perot chief executive officer Peter Altabef.

Ross Perot Jr., Perot's chairman, will be considered for appointment to Dell's board.

The merger "significantly expands Dell's enterprise-solutions capabilities and makes Perot Systems' strengths available to even more customers around the world," Dell chairman Michael Dell said in a news release.

Dell, a Round Rock, Texas, computer company, expects the merger to be accretive to its GAAP earnings in its fiscal 2012.

Perot, located in Plano, Texas, provides information technology services and business solutions.

Acquirer:Dell Inc.
Target:Perot Systems Corp.
Announcement date:Sept. 21
Transaction total:$3.9 billion
Price per share:$30.00
Termination fee:$130 million
Expected closing:Fourth quarter of 2009 or first quarter of 2010
Stock price for target:NYSE: PER: $17.91 on Sept. 18

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