Benzinga | Apr 14, 2021 04:10PM EDT

Dell Technologies Announces Planned Spin-Off Of 81% Equity Interest In VMware; Under Terms, VMware To Distribute Special Cash Dividend Of $11.5B-$12B

Dell Technologies to spin-off its 81% equity ownership of VMware, forming two standalone public companies Under terms of the planned spin-off, VMware will distribute a special cash dividend * Dell Technologies to spin-off its 81% equity ownership of VMware, forming two standalone public companies

* Under terms of the planned spin-off, VMware will distribute a special cash dividend of $11.5 - $12 billion to all VMware shareholders, including Dell Technologies

* The companies will strengthen their mutually beneficial strategic relationship and continue to co-engineer solutions for customers through a commercial agreement

* Transaction drives additional growth opportunities for Dell Technologies and unlocks significant value for stakeholders

Dell Technologies (NYSE:DELL) announces the planned spin-off of its 81% equity ownership interest in VMware (NYSE:VMW). The transaction will result in two standalone companies positioned for growth in the data era. The transaction is expected to close during the fourth quarter of calendar 2021, subject to certain conditions, including receipt of a favorable IRS private letter ruling and an opinion that the transaction will qualify as generally tax-free for Dell Technologies shareholders for U.S. federal income tax purposes.

Dell Technologies and VMware will enter into a commercial agreement that will preserve the companies' unique and differentiated approaches to the co-development of critical solutions and alignment on sales and marketing activities. VMware will continue to use Dell Financial Services to help its customers finance their digital transformations.

"By spinning off VMware, we expect to drive additional growth opportunities for Dell Technologies as well as VMware, and unlock significant value for stakeholders," said Michael Dell, chairman and chief executive officer, Dell Technologies. "Both companies will remain important partners, providing Dell Technologies with a differentiated advantage in how we bring solutions to customers. At the same time, Dell Technologies will continue to modernize its core infrastructure and PC businesses and embrace new opportunities through an open ecosystem to grow in hybrid and private cloud, edge and telecom."

Upon completion of the spin-off, Michael Dell will remain chairman and chief executive officer of Dell Technologies, as well as chairman of the VMware board. Zane Rowe will remain interim CEO of VMware, and the VMware board of directors will remain unchanged.