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Activist Investors Could Face Trouble Influencing EMC and VMware Efforts

VMware Inc. (NYSE: VMW) could finally find itself independent of such strong control from former parent and super-majority shareholder EMC Corp. (NYSE: EMC), but only with odds of “maybe” for investors and bookies. This story has been years in the making, and it is very possible that nothing could come from it.

Activist investor Elliott Management has reportedly taken a stake north of $1 billion in EMC to possibly press for this divestment. While the news is yet to be confirmed, Elliott and other activists could have a very hard time influencing EMC’s hand if the company does not want to make any changes.

Dow Jones and the Wall Street Journal reported that Elliott Management’s stake was more than of $1 billion, or close to 2% of the equity value. Be advised that a formal SEC filing search of Elliott, EMC and VMware did not confirm the news.

EMC’s market capitalization rate after a gain of more than 3% rose to $57.3 billion. A $1 billion stake may not move the needle here.

24/7 Wall St. would warn activist investor chasers that EMC has fought pressure to avoid doing what it does not want to do in the past. The company very well could try to divest part of its stake but maintain control, if it believes this will make a difference. This implies that the 80% stake as of now would come down to something above 50%.

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VMware is worth some $40 billion, even after a 1.5% drop on Monday, so 30% or so could add handily to EMC’s balance sheet. Straight-line math would put that value added at close to $12 billion, but we will refrain from using exact math due to voting interest versus financial interest differences that could come into play.

Again, EMC has resisted outside pressure before. There were calls to break out the VMware value shortly after EMC spun the virtualization leader out in an initial public offering. EMC had also once indicated that it wanted to maintain a voting super-majority control over VMware. That can of course change in time, if EMC chooses to do so.

EMC also resisted the pressure to pay a dividend and to buy back stock much longer than most companies did — even longer than most technology giants. EMC did not pay its first dividend until mid-2013 and now yields a meager 1.7%. EMC did not lift its $1 billion stock buyback authorization to $6 billion until 2013 as well, giving itself until December 31, 2015, to repurchase some or all of that amount.

EMC ended the first quarter with $15.3 billion in cash and investments, implying that now it could purchase up to 26% of its own stock before zeroing out on cash (assuming only breakeven results, and without considering how much cash is outside of the United States). EMC carries only about $5.5 billion in long-term debt, and its total shareholder equity value is about $24 billion on the books.

EMC shares were up 3.3% at $27.89 after an hour of trading on Monday. The stock hit a new 52-week high of $28.32 earlier in the morning, and we had seen some 19 million shares trade hands in just over hour of trading. A full average day’s volume is only 14.3 million shares.

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After a full hour of trading, VMware shares were down 1.6% at $93.80, but only on just under 700,000 shares, versus almost 1.5 million trading on a typical trading day.

If Elliott wants to make waves here with EMC, it likely will have to influence more than 2% of the EMC stock’s voting power.

Yahoo! Finance shows the following chart on the top 10 major shareholders as of March 31, 2014, (image can be expanded by clicking):

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