05-06-2013, 16:12 #1
Dell defende privatização da Dell
Board ‘special committee’ files response to Southeastern claims
March 6, 2013
Dell defends buyout as opposition grows
By Saabira Chaudhuri
NEW YORK (MarketWatch) — Dell Inc. defended its planned $24.4 billion leveraged buyout by founder Michael Dell as shareholder opposition to the deal grows, but emphasized the computer maker is actively soliciting alternative deals.
In a filing on Wednesday morning, a special board committee for Dell DELL -0.08% said it unanimously determined after a process of more than five months that a sale would be the best alternative for stockholders and added it “negotiated aggressively” to ensure the best possible value.
Dell’s shares were down fractionally to $14.06 in early trades on Wednesday.
The committee said it also considered modifying Dell’s existing business plan, conducting a leveraged recapitalization, changing the dividend policy, and potentially selling all or parts of the business. The per-share offer price of $13.65 marked a 37% premium above the average price for the 90 days before rumors of a potential deal emerged.
Still, the company emphasized Wednesday that its adviser Evercore is actively soliciting potential alternative proposals as part of a go-shop period that ends March 22 and it had insisted on provisions, like a low break-up fee, to protect shareholders.
The comments comes a day after Dell’s largest independent shareholder accused the company of withholding information from investors in an effort to take the company private, a proposal the shareholder continues to oppose.
Southeastern Asset Management repeated its charge that the computer maker placed management’s interests above shareholders. The fund manager, which holds 8.4% of Dell’s common shares, attacked the February proposal shortly after its announcement, calling the bid “grossly” undervalued.
Southeastern also criticized Dell for allegedly refusing to comment on the proposed buyout or provide investors with certain segment results from last year. The fund accused Dell’s management of reporting more recent results in a way that highlighted the company’s declining PC sales to spur a buyout.
Last month, T. Rowe Price Group Inc. also said it wouldn’t support the bid at the current offer price.
Dell needs an absolute majority of public shares to approve the deal, not just a majority of those voting, so abstaining votes don’t help the buyout proposal.
Dell has been hit harder than most competitors by the slowdown in PC sales. In the Feb. 1 quarter, its revenue from PCs fell 20% from a year earlier to $6.9 billion. The machines account for 48% of Dell’s revenue.
05-06-2013, 16:19 #2
Dell special committee recommends Silver Lake, Michael Dell privatization deal
ROUND ROCK, Texas -- June 5, 2013
The Special Committee of the Board of Directors of Dell Inc. (NASDAQ: DELL)
today filed with the U.S. Securities and Exchange Commission an investor
presentation advocating support of the merger agreement between the Company
and entities owned by Michael Dell and investment funds affiliated with Silver
Lake Partners. The presentation details the following:
* Why the Board believes the $13.65 per share cash sale to Silver Lake and
Michael Dell is the best option for shareholders, including the superior
value and certainty it provides relative to all alternatives evaluated and
its shifting of Dell’s business risks to the buyer group
* The Special Committee’s rigorous and objective process to achieve the best
possible outcome for shareholders
* Analysis of Dell’s core PC business, deteriorating PC market fundamentals
and the uncertainties and challenges facing Dell in its transformation to
an Enterprise Solutions and Services business
* The Special Committee’s thorough evaluation of a full range of strategic
alternatives, including a leveraged recapitalization and the valuation
risks resulting from the poor trading prospects for a highly leveraged
public equity stub, the risks and uncertainties of continuing shareholder
exposure to the PC market, the risks and uncertainties of Dell’s ongoing
transformation, and the potential for adverse perceptions among employees,
vendors and customers that could affect Dell’s business
* The significant liquidity gap in the recapitalization proposed by
Icahn/Southeastern that could reduce the promised $12.00 per share special
dividend to $9.35 per share -- and to $8.50 per share if
Icahn/Southeastern are the only shareholders electing the equity stub
instead of cash.
The Board recommends that stockholders vote “FOR” the $13.65 per share cash
sale to Silver Lake and Michael Dell and encourages all Dell stockholders to
carefully evaluate the investor presentation as part of their consideration of
The investor presentation and other information related to the transaction are
available in the "Investor Relations" section of Dell’s website at
Dell Official Site - The Power To Do More | Dell and at the SEC's website at U.S. Securities and Exchange Commission | Homepage.