Dell Future Still in Limbo; Shareholder Vote Postponed Again

By Chris Preimesberger  |  Posted 2013-07-24 Print this article Print

So maverick billionaire investor Carl Icahn, trying to stop Dell's going-private bid and keep the company public, will have to be patient for another nine days.

Thanks to the July 24 action, Michael Dell now has more time to get the vote out. About 20 percent of shareholders have indicated they will vote against the proposal. In addition, 18 percent of shares hadn't voted as of this week, according to a Bloomberg report, and those are considered "no" votes. Michael Dell needs to get 42 percent of shares voting for his bid if he and private equity firm Silver Lake Partners are to buy the company he founded 29 years ago and take it private. It's easy to see that every vote is precious.

Shareholders initially were scheduled to vote on the deal June 18, but the special committee assigned by Dell's board of directors to investigate options for the company quickly adjourned the meeting. Industry observers believed committee members feared that Michael Dell's $13.65-per-share offer did not have the necessary investor support and so wanted to give him more time to talk with shareholders.

Icahn's Counterproposal

In the meantime, Icahn, who has made a counterproposal that the special committee has refused to declare superior to Michael Dell's, is continuing to urge shareholders to reject the founder's offer, saying it undervalued the company and would benefit only Michael Dell and Silver Lake at the expense of investors.

Amid reports that the special committee may postpone the vote again, Icahn sent a letter to the committee urging that the vote go ahead as scheduled.

"We think that—after six months—the time for soliciting is over," Icahn and executives with Southeastern Asset Management, which is partnering with Icahn on his counterbid, wrote in the letter distributed July 23. "Do not move election day again. This is not a banana republic."

Michael Dell wants to take the company private in hopes of accelerating its transformation from a PC maker to an enterprise IT solutions and services provider. Dell has spent billions of dollars on dozens of companies to build up its capabilities in everything from storage and networking to security, software and the cloud. Michael Dell has argued that it will be easier to speed up the transformation as a private company that doesn't have to worry about hitting quarterly financial numbers or about Wall Street analysts.

Criticism from Some Major Investors

Michael Dell's proposal has come under criticism from some major investors since it was first announced in February. Some investors, including Southeastern and T. Rowe Price, have been steadfast in their opposition. Others, like investment firms BlackRock and VanGuard Group, initially opposed the deal but since have indicated they will vote for it.

Icahn is proposing an offer that would pay $14 per share for up to 1.1 billion shares, and the option of buying more shares at $20 down the road. His proposal would keep the company public. In addition, Icahn has said that if he is successful in buying the company, Michael Dell would no longer be CEO. He has been harsh in his criticism of the CEO and the company's board of directors, calling the offer a "giveaway" to Michael Dell and Silver Lake and the special committee "unconscionable" for recommending it to shareholders.

eWEEK Senior Editor Jeff Burt contributed to this story.

Chris Preimesberger

Chris Preimesberger is Editor of Features & Analysis at eWEEK. Twitter: @editingwhiz


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