Labaton Sucharow LLP and Quinn Emanuel Urquhart & Sullivan, LLP Announce Notice of Proposed Settlement to All Record Holders and Beneficial Owners of Dell Technologies Inc. Class V Common Stock Whose Shares of Class V Common Stock Were Converted on December 28, 2018

PR Newswire

WILMINGTON, Del. , Jan. 30, 2023 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS
ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING,
AND RIGHT TO APPEAR

PLEASE READ THIS SUMMARY NOTICE CAREFULLY.  YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") is pending in the Court.

YOU ARE ALSO NOTIFIED that lead plaintiff Steamfitters Local 449 Pension Plan ("Plaintiff"), on behalf of itself and the Class, has reached a proposed settlement with defendants Michael Dell , David Dorman , Egon Durban, Goldman Sachs & Co. LLC, William Green , Simon Patterson , Silver Lake Group LLC, Silver Lake Partners III, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. (the "Defendants") and Dell for $1,000,000,000 in cash (the "Settlement").  The terms of the Settlement are stated in the Stipulation and Agreement of Settlement, Compromise, and Release between Plaintiff, Defendants and Dell, dated December 22, 2022 (the "Stipulation"), a copy of which is available at www.DellClassVStockholderLitigation.com .  If approved by the Court, the Settlement will resolve all claims in the Action as against Defendants.

A hearing (the "Settlement Hearing") will be held on April 19, 2023 at 1:30 p.m. , before The Honorable J. Travis Laster , Vice Chancellor, either in person at the Court of Chancery of the State of Delaware , New Castle County , Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by Zoom (in the discretion of the Court), to, among other things: (i) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (ii) determine whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice as against Defendants; (iii) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (iv) determine whether the application by Plaintiff's Counsel for an award of attorneys' fees and litigation expenses, including Plaintiff's application for an incentive award, should be approved; (v) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to the application by Plaintiff's Counsel for an award of attorneys' fees and expenses, including Plaintiff's application for an incentive award; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.  Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.DellClassVStockholderLitigation.com .

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund .  If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at Dell Class V Stockholder Litigation, c/o A.B. Data, Ltd., P.O. Box 170900, Milwaukee, WI 53217.  A copy of the Notice can also be downloaded from the Settlement website, www.DellClassVStockholderLitigation.com .

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to "Eligible Class Members" in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court.  Under the proposed Plan of Allocation, "Eligible Class Members" consist of Class Members who held shares of Dell Class V common stock at the closing of the Transaction on December 28, 2018 (the "Closing") and therefore received or were entitled to receive the Transaction Consideration for their Eligible Shares.  Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares.  Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff's Counsel's application for an award attorneys' fees and expenses, including Plaintiff's application for an incentive award, in connection with the Settlement must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff's Counsel and Defendants' Counsel such that they are received no later than April 4, 2023 , in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this notice.  All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff's Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Dell Class V Stockholder Litigation
c/o A.B. Data, Ltd.
P.O. Box 170900
Milwaukee, WI 53217

Inquiries, other than requests for the Notice, should be made to Plaintiff's Counsel:

Ned Weinberger
Labaton Sucharow LLP
222 Delaware Ave., Suite 1510
Wilmington, Delaware 19801
1-888-219-6877
settlementquestions@labaton.com

BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF
DELAWARE

SOURCE Labaton Sucharow LLP and Quinn Emanuel Urquhart & Sullivan, LLP