Dell has reached an agreement to acquire EMC for $67 billion in the largest tech deal of all time. The combined company will be privately held, operating outside the scrutiny of public market shareholders.

Michael Dell will be Chairman and CEO of the combined company, while Tucci will step down as CEO and Chairman of EMC after the transaction closes. Dell and shareholders at Silver Lake will own approximately about 70 percent of the new entity’s common equity, the companies said in a statement. The transaction to close sometime between May and October of next year.

The acquisition will create a new technology giant with estimated annual revenue of more than $80 billion. The new company will sell a wide range of both consumer and IT products, including personal computers, servers and data storage gear for use in corporate data centers, and virtualization software that allows those data centers to run efficiently.

Elliott Management — the activist hedge fund that owns more than 2 percent of EMC shares and which had pressured it to break up — said in a statement that it will support the deal. Jesse Cohn, senior portfolio manager at Elliott said in the statement that the EMC board, “has worked tirelessly to evaluate all paths for the company and that today’s transaction represents the best outcome for stockholders.” Re/code had earlier reported its intent to support it.

EMC shareholders will receive $24.05 a share in cash plus tracking stock in VMware, a cloud software company that EMC controls, all of which will be worth a combined $33.15. The original cash offer had been for $27.25 per share but the price slipped in overnight negotiations to account for the value of the tracking stock, sources familiar with the process said.

Speaking on CNBC (see video below) EMC CEO Joe Tucci said the tracking stock in VMware would “perfectly track” VMware shares. EMC currently owns 81 percent of VMware. EMC shareholders will receive 0.111 of the new tracking stock for every share in EMC they own.

Tucci said that deal contains a “go-shop” clause that allows EMC to shop around for a superior offer from another company. The logical sources for a counter-offer include traditional EMC and Dell rival Hewlett-Packard. Don’t hold your breath. Sources familiar with the company’s thinking say HP will not be making an offer. The two companies spent about six months in talks over a possible merger last year.

In a statement, HP said it intends to capitalize on the merger, just as it completes its split into two new companies, one focused on personal computers and printers, the other focused on enterprise computing, storage and networking:

“This is a real opportunity for HP. Two of our largest competitors are attempting a highly distracting, multi-year merger, just as we are launching two new, focused companies. The massive debt burden Dell and EMC are taking on undoubtedly means that they will have to radically reduce research and development, and integration inevitably will create disruption as they rationalize product portfolios, channel programs, and leadership. While Dell and EMC are sorting out their future, Hewlett Packard Enterprise and HP Inc. will be working to take share and advance our technology leadership in key areas like converged infrastructure, private cloud, all-flash storage, personal systems and printing.”

Other potential suitors that could on paper consider a counter-offer include Oracle, Cisco Systems and IBM. Oracle is not interested in making an offer, sources familiar with its strategy say. Meanwhile IBM is considered unlikely to want to buy into EMC, whose business is heavily reliant on hardware sales at a moment when IBM is stressing software delivered via the cloud and selling off hardware assets.

That leaves Cisco, which may feel pressure to buy some storage technology, says Srini Nandury, an analyst with Summit Research said in a note today. Potential targets include Nimble Storage and EMC rival NetApp.

On a conference call, Michael Dell said that combined company will spend about 18 to 24 months aggressively paying down the debt it will have to raise. “I think you can expect to see a significant de-leveraging from us,” he said.

Asked about the possibility of layoffs at the combined company, Dell said, took a swipe at HP. “There will be adjustments to the business,” he said. “But other companies are better at reducing headcounts than we are.” HP recently said it will cut 30,000 jobs. “We have added about 2,000 new salespeople. One of the benefits of being private is that we can make investments that may not have an immediate return within a 90-day period.”

Developing.