Attached files
| file | filename |
|---|---|
| EX-99.3 - AGREEMENT AND PLAN OF MERGER - DELL INC | d376176dex993.htm |
| EX-99.4 - VOTING AGREEMENT - DELL INC | d376176dex994.htm |
| EX-99.1 - PRESS RELEASE - DELL INC | d376176dex991.htm |
| 8-K - FORM 8-K - DELL INC | d376176d8k.htm |
 Dell to Acquire Quest
Software
Dave Johnson
John Swainson
SVP, Corporate Strategy, Dell
President, Software Group, Dell
Brian Gladden
Rob Williams
SVP, Chief Financial Officer, Dell
Vice President, Investor Relations, Dell
Vinny Smith
Scott Davidson
Chairman & CEO, Quest Software
Senior Vice President &
Chief Financial Officer, Quest Software
July 2, 2012
Exhibit 99.2 |
 Investor Relations
Forward-looking statements
Statements that relate to future results and events are forward-looking
statements based on Dell's and Quest’s current expectations. Actual
results and events in future periods may differ materially from those expressed or implied by these
forward-looking statements because of a number of risks, uncertainties and
other factors. Risks, uncertainties and assumptions include the possibility
that projected benefits may not materialize as expected; that the transaction may not
be timely completed, if at all; that Dell and Quest are unable to successfully
implement the plans, strategies and objectives of management for future
operations, including the execution of integration strategies; and other risks that
are described in Dell’s or Quest’s Securities and Exchange Commission
reports. Neither Dell nor Quest undertake any obligation to update these
forward-looking statements. 2 |
 Investor Relations
Committed to our strategy
Delivering end-to-end solutions with scalable, mid-market design point
3 |
 Investor Relations
Quest Software at a glance
Transaction -
Approved by Board of Directors of each company
Company -
Quest is a leading provider of enterprise software solutions
4
* Consistent with typical software acquisitions, post-acquisition
earnings will be impacted by purchase accounting adjustments to Quest’s
deferred revenue balance --
estimated deferred revenue adjustment and transaction costs of approximately $500M
(excludes amortization of intangibles)
•
Employees
3,850
(HQ in Aliso Viejo, CA)
•
Sales Organization
1,440 sales reps
(~23% systems engineers)
•
R&D Organization
1,279 software engineers
•
Customers
over 100k worldwide
Financials –
GAAP financial statements for 12-month period ending 12/31/2011
•
Transaction Facts
$28 per share / $2.4B enterprise value
•
Earnings Accretion / Closing
Will update at closing
(estimated close in
3Q, FY’13) *
•
Revenue
$857M
(+12% Y/Y)
•
Gross Margin
$734M
(86% of revenue)
•
Operating Income
$ 91M
(11% of revenue)
•
Cash Flow from Operations
$195M
(4.4x Net Income) |
 Investor Relations
Dell leadership in software
Software’s intersection with our core strengths allows us to create solutions
that bridge customers to new computing paradigms seamlessly
Client
Services
Enterprise
Software
Server, storage
and networking
capabilities
Services,
Security,
Cloud
End-user
computing
Software
that
leverages Dell
core strengths
5 |
 Investor Relations
Quest’s diversified software portfolio
6
Windows Server
Management
Performance
Monitoring
Data
Protection
User Workspace
Management
Database
Management
Identity & Access
Management
Quest Windows
Server Mgmt
Quest Foglight
Quest NetVault
Quest
Workspace
Quest One
Quest Toad
•
Quest addresses enterprise software segments totaling ~$30B and projected to grow
to ~$43B by FY16, representing a CAGR of 10%
1
•
Including Quest, Dell will have a software business that generated over $1.2
billion of revenue in 2011
2
1
Dell Internal Analysis, IDC, and Gartner
2
Pre-acquisition revenue figures, excludes estimates for purchase accounting
adjustments Provides a platform foundation to expand Dell’s software
capabilities |
 Investor Relations
Quest Segments
Quest strengthens key areas of Dell’s end-to-end
solution capabilities
7
Data Protection
Windows Server Mgmt
User Workspace Mgmt
Performance Monitoring
Database Management
Identity and Access Mgmt
Dell Complementary Solutions
Application Modernization (with Dell Clerity & MAKE)
Systems Management (with Dell KACE)
Data Backup and Recovery (with Dell AppAssure)
Security (with Dell SecureWorks & SonicWALL)
Database Management (NEW capability with Quest) |
 Investor Relations
Quest is consistently recognized as a leader
Source: Gartner, September 2011
•
“Quest One Identity Manager has significant
Identity and Access Governance functionality,
including a robust identity data model, discovery
and analytics tools for constructing an identity
warehouse, a mature workflow offering, and
mature user interface design tools.”
–
Gartner Magic Quadrant for Identity and Access
Governance, Dec 2011
•
Gartner places Quest’s Application Performance
Monitoring solution in the Leader’s quadrant of
it’s Magic Quadrant, stating that “Foglight's
distinctive model-centric architecture provides
an integrated approach to the five dimensions of
APM”
–
Gartner Magic Quadrant for Application
Performance Monitoring, Sept 2011
8 |
    Investor Relations
Quest strategically aligns with Dell’s software
strategy
9
•
~$19B Enterprise Solutions & Services
business spanning servers, storage,
networking, services, and software
•
End-to-end IT solutions designed to scale
with a mid-market design point
•
Global scale & reach
Enterprise Software Portfolio
& Software Engineering Talent
Enterprise Software Portfolio
& Software Engineering Talent
Total Enterprise Solutions &
Global Reach
Total Enterprise Solutions &
Global Reach
•
$857M software business, built on simple-to-
use solutions to common IT challenges
•
Support heterogeneous and next-generation
virtualized environments
•
Deep engineering capabilities with 1,300
software engineers
Quest’s enterprise software portfolio complements Dell’s
end-to-end enterprise solutions |
 Q
& A |