I would say the transaction is mostly boring accounting, not anything weird. Who knows if Pivotal should operate as part of VMWare instead of independently, but once you decide to do that, you have to consolidate the ownership somehow.
An aside, the difference in the shares is so that Dell could keep control of the company while selling some of it on the stock market. I wonder if there is a good analysis of how companies with closely held control do over time.
Context: Dell has large stakes in both Pivotal and VMware
VMware buys Pivotal. Pivotal's regular shareholders get paid in cash per share ($15). Dell, which owns a separate class of shares, gets paid in VMware shares rather than cash. This is likely because Dell already has a large cash balance and they don't need any more cash.
Potentially.