EMC Fends Off Activist Elliott with Two New Directors

For the time being, EMC (EMC) has fended off activist investor Elliott Management’s campaign to break up the storage giant with a deal to add two mutually acceptable directors to its board.

Elliott, which had been waging a public campaign since last July to prod EMC to spin off its 80 percent interest in virtualization kingpin VMware (VMW) and PaaS startup Pivotal to boost its share price, reportedly agreed to a nine-month period in which it will back off its pressure tactics.

Jose Almeida, Covidien chief executive, and Donald Carty, formerly American Airlines chief executive, Dell chief financial officer and Dell director, will join EMC’s newly-expanded board. The new board members were identified by an EMC nominating committee after consulting with shareholders, including Elliott, EMC said.

“Joe Almeida and Don Carty are two highly experienced leaders of major global corporations who will bring added depth and insights to our Board of Directors,” said Joe Tucci, EMC chief executive, in a statement.

Under terms of the deal, Elliott will vote to affirm EMC’s list of proposed directors at the vendor’s 2015 shareholder meeting and has agreed to a list of “standstill” provisions, meaning it will be quiet for a while.

“Both Joe and Don are strong and experienced executives, and we believe they will bring invaluable perspectives to the Board’s ongoing review of EMC’s strategic direction,” said Jesse Cohn, Elliott portfolio manager.

Since taking a 2 percent stake in EMC valued at about $1 billion last July, one of the largest positions the hedge fund ever has taken, Elliott immediately gained a voice as the storage vendor’s fifth largest institutional shareholder. The hedge fund is said to object to EMC’s so-called “federation strategy,” centered on its data storage business and the VMware and Pivotal companies. The activist investor contends EMC’s “federated” business model is holding its stock back.

Elliott’s history includes taking large positions in Blue Coat Systems, BMC Software, Compuware, NetApp (NTAP), Novell and Riverbed (RVBD) and, in some cases, paving the way for private equity firm Thoma Bravo to step in and buy out some of those companies.

For example, in 2010, Thoma Bravo bought Novell for $2.2 billion; in February, 2012, it purchased Blue Coat for $1.3 billion; and, this past September it grabbed Compuware for some $2.5 billion. Riverbed recently accepted Thoma Bravo’s and the Ontario Teachers’ Pension Plan’s $21 a share deal after turning away Elliott’s $3.36 billion offer in February, following a failed January $3.1 billion bid.

EMC likely is too big for Thoma Bravo to swallow but you never know.

Elliott now is engaged with Juniper (JNPR), in which it owns a 9 percent stake, in a threatened proxy campaign.