Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On September 30, 2009, Dell Inc., a Delaware corporation ("Dell"), entered
into a First Amendment to Agreement and Plan of Merger (the "Amendment") by and
among Dell, DII - Holdings Inc., a Delaware corporation and an indirect, wholly
owned subsidiary of Dell ("Purchaser"), and Perot Systems Corporation, a
Delaware corporation ("Perot Systems"). The Amendment amends Section 1.1(d) of
the Agreement and Plan of Merger, entered into on September 20, 2009 (the
"Merger Agreement"), by and among Dell, Purchaser and Perot Systems.
Pursuant to the Amendment, the tender offer (the "Offer") to purchase all of
the outstanding shares of Class A common stock, par value $0.01 per share (the
"Shares"), of Perot Systems described in the Merger Agreement will remain open
for at least 21 business days instead of 20 business days.
The foregoing description of the Amendment is only a summary, does not
purport to be complete and is qualified in its entirety by reference to the
Amendment, a copy of which is filed as Exhibit 2.1 to this Form 8-K and
incorporated herein by reference.
Amended and Restated Tender and Voting Agreement
On September 30, 2009, Dell, Purchaser, Perot Systems and the Perot Family
Trust ("Stockholder") entered into an Amended and Restated Tender and Voting
Agreement (the "Amended Tender Agreement"), pursuant to which Stockholder may
elect to tender its Shares in the Offer or may hold its Shares and receive the
same consideration per Share in connection with the merger described in the
Merger Agreement.
The foregoing description of the Amended Tender Agreement is only a summary,
does not purport to be complete and is qualified in its entirety by reference to
the Amended Tender Agreement, a copy of which is filed as Exhibit 2.2 to this
Form 8-K and incorporated herein by reference.
Additional Information
The tender offer described in this Current Report on Form 8-K and the
exhibits attached hereto has not yet commenced. The description contained herein
is for informational purposes only and is not an offer to buy or the
solicitation of an offer to sell any securities. The solicitation and the offer
to buy shares of Perot Systems' Class A common stock will be made only pursuant
to a tender offer statement on Schedule TO, including an offer to purchase and
other related materials, Purchaser intends to file with the Securities and
Exchange Commission. In addition, Perot Systems intends to file with the
Securities and Exchange Commission a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer. Once filed, investors and Perot
Systems stockholders will be able to obtain free copies of these documents and
other documents filed by Perot Systems, Dell and Purchaser with the Securities
and Exchange Commission at the website of the Securities and Exchange Commission
at www.sec.gov. In addition, the tender offer statement on Schedule TO and
related offering materials may be obtained for free (when they become available)
from Dell. Perot Systems stockholders are advised to read these documents, any
amendments to these documents and any other documents relating to the tender
offer that are filed with the Securities and Exchange Commission carefully and
in their entirety prior to making any decisions with respect to the tender offer
because they contain important information, including the terms and conditions
of the tender offer.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1 First Amendment, dated September 30, 2009, to Agreement and Plan of
Merger, dated September 20, 2009, by and among Dell Inc., DII - Holdings
Inc. and Perot Systems Corporation.
2.2 Amended and Restated Tender and Voting Agreement, dated September 30,
2009, among Dell Inc., DII - Holdings Inc., Perot Systems Corporation and
the Perot Family Trust.
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