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Chronicles

The story behind the story

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Sources: Dell in talks for full or partial takeover of EMC

Dell Is in Talks to Strike Merger Deal With EMC, Sources Say  —  Unclear whether deal would be for part or all of EMC  —  Dell Inc. is in talks to strike a combination with EMC Corp., according to people familiar with the matter …

Wall Street Journal

Context & Ripple Effects

The Wall Street Journal's report opens the biggest consolidation story in enterprise IT: Dell, a PC-and-server maker, moving to absorb EMC, the dominant storage vendor, with even the scope — part or all — unsettled at this stage. Within days the shape hardened: Dell's $27.25-a-share cash offer plus VMware tracking stock lifted the per-share value past $30, and by October 12 it was a done handshake at $67 billion.

What makes the arc worth tracking is how unconventional the financing was from the start — VMware equity used as deal currency for what became the largest tech acquisition ever when it closed in September 2016, and later the route back to public markets via a reverse merger into majority-owned VMware rather than an IPO.

First-order effects

  • EMC shareholders face a cash-plus-tracking-stock structure that ties part of their payout to VMware's standalone valuation, while EMC's storage franchise and Dell's server business come under one owner mid-negotiation.
  • VMware, currently EMC-controlled, becomes the financial hinge of the transaction — its tracking stock is the sweetener that pushes the offer above $30 a share.

Second-order effects

  • Rival enterprise hardware and storage vendors are forced to respond to a combined Dell-EMC selling compute and storage as one stack, pressuring them toward their own consolidation or bundling moves — the dynamic the subsequent industry-implications analysis of the deal examines.
  • VMware's minority shareholders gain a new controlling shareholder whose debt load from the takeover shapes VMware's dividend and strategy going forward.

Third-order effects

  • If the pattern holds, mega-scale tech combinations stop relying on plain stock-for-stock mergers: tracking stock, take-privates of public targets by private buyers, and reverse-merger listings become standard tools for restructuring the enterprise IT landscape.
  • The deal establishes that infrastructure vendors believe scale across compute, storage, and virtualization is worth record-breaking balance-sheet risk — pushing the industry toward a few vertically broad platforms rather than best-of-breed specialists.

The trend: Enterprise IT is consolidating through increasingly inventive deal structures — cash-plus-tracking-stock offers, record-sized takeovers, and reverse mergers — as scale across hardware and virtualization becomes the competitive baseline.