Dell has signed a definitive agreement to acquire MessageOne, Inc., an industry leader in Software-as-a-Service (SaaS) enabled enterprise-class e-mail business continuity, compliance, archiving and disaster recovery services. The acquisition, for approximately $155 million in cash, has been approved by the board of directors of each company and is subject to regulatory approvals and customary closing conditions.
MessageOne’s suite of services helps eliminate the downtime and complexity associated with managing, archiving, e-discovery, and long-term storage of e-mail.
MessageOne was co-founded by Adam Dell, Michael Dell’s brother, and is owned in part by two investment funds, Impact Venture Partners and Impact Entrepreneurs Fund, managed by Adam Dell. Michael Dell, Susan Dell, a trust for the Dell’s minor children, and Mr. Dell’s parents are also investors in the Impact funds. Adam Dell also serves as MessageOne’s non-executive chairman of the board.
"We recognized as we began considering a potential acquisition of MessageOne that related-party interests existed and that this required a series of measures designed to ensure that the transaction was considered, analyzed, negotiated and approved objectively and independently," said Don Carty, Dell CFO and vice chairman. “The process that our Board of Directors put in place provided the high degree of independence and diligence required in this circumstance,” said Mr. Carty.
To ensure objectivity and transparency:
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- Michael Dell was excluded from negotiating acquisition terms and from all aspects of the decision-making process.
- The independent members of Dell’s board of directors (excluding Michael Dell and Don Carty) explored and analyzed in detail the process by which management identified, proposed, analyzed and negotiated the acquisition to ensure that management was acting independently and in the best interests of Dell Inc. and its shareholders.
- The Dell board received an opinion from Morgan Stanley & Co. Incorporated to the effect that, as of Feb. 11, 2008 and based upon and subject to the matters stated in its opinion, the consideration to be paid by Dell pursuant to the merger agreement was fair, from a financial point of view, to Dell Inc.