


EMC would pay $2.5 billion if the transaction is terminated for a "superior proposal" before December 12, 2015.

In connection with the financing of the transaction and prior to or at the time of its closing, Dell expects to redeem any outstanding 5.625% Senior First Lien Notes due 2020. Dell, MSD Partners, Silver Lake and Temasek, the issuance of tracking stock, as well as new debt financing and cash on hand. The transaction is expected to be financed through a combination of new common equity from Michael S. Dell and related stockholders will own approximately 70% of EMC's common equity, excluding the tracking stock, similar to their pre-transaction ownership. EMC shareholders are expected to receive approximately 0.111 shares of new tracking stock for each EMC share. EMC shareholders will receive $24.05 per share in cash in addition to tracking stock linked to a portion of EMC's economic interest in the VMware business. entered into an agreement to acquire EMC Corporation (NYSE:EMC) for approximately $66.7 billion on October 12, 2015. The proposed per share consideration would consist of $24.92 per share in cash and $8.13 per share in non-voting tracking stock. entered into a non binding letter to acquire EMC Corporation (NYSE:EMC) for $64 billion on September 1, 2015. The consideration would consist of $24.69 per share in cash and $8.36 per share in non-voting tracking stock, which tracking stock would be linked to up to 60% of EMC's economic interest in VMware. entered into a non binding letter to acquire EMC Corporation (NYSE:EMC) for $64 billion on July 15, 2015.
