Dell and EMC bare all on merger plans in massive SEC filing
Go-to-market plans, VMware, rules of engagement and partner programmes all covered in FAQ document
Dell and EMC have opened up on the nitty gritty of their merger plans in a massive document filed with US authorities, outlining answers to 125 questions about issues such as channel plans, VMware, RSA and go-to-market strategy.
As the merger goes ahead, EMC is obliged to publish details of certain communications about the deal - which is expected to be worth $67bn (£46.7bn) and to close before the autumn - with the US Securities and Exchange Commission (SEC).
In the latest filing posted last night, EMC filed a 14,000-word FAQ document which currently appears on the EMC internal intranet. The document outlines 125 key questions and spans more than 35 pages.
It covers a huge range of issues, including details relevant mainly to EMC employees, such as plans for compensation and benefits, stock options, and office locations.
But the filing also shed some light for the first time on what the new entity will look like and how it will operate. Below are some of the key points.
Dell's new reseller agreement with EMC
In the filing, EMC said that since 1 February, Dell began reselling its VMAX product and associated software. The pair has a similar resale agreement which has been in place since the mid-2000s.
EMC said: "Dell will not resell into accounts where EMC 'owns' the footprint. We are partnering with Dell to leverage new opportunities, such as accounts where Dell has a large server/storage presence and EMC may not, or accounts where neither company is strong, yet Dell finds and registers the opportunity for incremental capacity or competitive displacements. Dell will register their opportunities with EMC like any other business partner."
Go-to-market strategy
When the deal closes, which could be any time between May and October, the combined entity will focus on three market segments - enterprise, commercial, and consumer and small business - EMC said in the filing. Bill Scannell, Marius Haas and Jeff Clarke will run each respective business, effective immediately once the deal closes.
The duo is currently in the process of working out exactly how it will attack each market, adding: "The go-to-market dividing lines and account coverage plans will not be implemented until the new fiscal year 2017, so nothing will change until then."
But EMC issued advice to staff who are coming under pressure from customers to introduce them to Dell staff before the deal closes.
"It is OK to work with your Dell counterparts on a VMAX resell transaction, as you would with any other business partner," EMC said. "But we are still prohibited from selling together until the acquisition closes."
Partner commitment
EMC reaffirmed its and Dell's commitment to partners in the filing and said: "We value all of our partner relationships, and each business remains committed to investing in - and strengthening - our respective partner ecosystems."
It added that the combined entity has made a number of public commitments to its existing partner base.
"EMC will sustain our absolute focus on our valued partners by: remaining committed to our partner ecosystem and programmes; extending our technology leadership through investment in R&D, including enhancing existing products and road maps; preserving our dedication to customer choice (free of lock-in); continuing to enhance our partnerships and technology ecosystems; listening to customer feedback and communicating updates to you clearly and often."
EMC said partner programmes will be a "critical success factor" in the new company and added that a "planning process" is under way, with details to emerge in "the coming months".
A new name?
Dell and EMC remain separate companies until the merger closes, but "Dell-EMC" has emerged as shorthand for the combined entity in the absence of any information on future branding.
In the filing, EMC addressed the future of the brand in part. Question three of 125 in the document is "how will we refer to the new, broader, combined company?", to which EMC said: "We will refer to the broader company as 'our complementary and aligned family of businesses'.
The document states that plans are under way for branding other business units.
"It is clear there is substantial value within the respective brands," said EMC. "Brand research is under way to determine the best way forward for the various brands across the business. You can expect to hear about the new branding at close."
The future of RSA and VMware
EMC operates an unusual Federation structure, in which the EMC Information Infrastructure, VMware, RSA and Pivotal brands fit under one EMC umbrella. Dell-EMC have stated that VMware will remain publicly traded but speculation has been rife about the future of each firm.
EMC made efforts to clear up any confusion in the filing.
Regarding its security arm RSA, it said: "We expect Dell's strength in managed security services and its security offerings in network, end-point and email security, combined with RSA's focus on Identity and security analytics to create a top-five security player across SMB and enterprise customers."
EMC is equally optimistic about VMware's future.
"VMware will be one of three strategically aligned businesses - the other two are Pivotal and SecureWorks," said EMC. "Pat Gelsinger, VMware CEO, will be part of Michael Dell's executive group, which will include presidents of the business units, go-to-market organisations and the strategically aligned businesses.
"As part of the new combined company it is expected that VMware's growth will accelerate across its businesses through increased opportunities for integration with Dell's solutions and go-to-market channels. VMware will also benefit from the operational agility that comes from our majority shareholder being privately controlled and from being part of one of the top three transformational IT companies in the world."
Finally, EMC said Pivotal will be able "to operate as a fast-moving start-up with the prospect of becoming a public company".