Dell: Shareholder Advisory Firms Reaffirm Support for Buyout

Just over a week before Dell shareholders are scheduled—once again—to vote on CEO Michael Dell’s $25 billion deal to buy the company and take it private, three shareholder proxy firms are reaffirming their support of the proposal.

The board of director’s Special Committee, assigned to negotiate with Michael Dell and financial backer Silver Lake Partners, said Sept. 3 that Institutional Shareholder Services (ISS), Glass Lewis and Egan Jones have issued reports reiterating their support for the bid, which has faced significant opposition since it was first announced in February.

However, an increase in the price and changes in the shareholder voting rules last month appears to have muffled much of that opposition and cleared the road for shareholder approval.

“We are pleased that all three of the nation’s leading proxy advisory firms have reiterated their support for the proposed sale transaction,” the Special Committee said in a statement. “Each has conducted an independent review of the amended merger agreement and all of its terms and concluded, as has the Special Committee, that a sale of Dell for $13.88 per share in cash serves the best interests of Dell shareholders.”

Michael Dell has argued that taking the company private will help executives accelerate the company’s transformation from a PC maker to an enterprise IT solutions and services provider. Dell, the world’s third-largest PC maker, has been hit hard by the rapid decline in global PC sales as consumers and business users turn their attention to mobile devices like smartphones and tablets.

Michael Dell’s initial offer of $13.65 per share was criticized by some large investors as being too low, and led activist investor Carl Icahn to accumulate shares and push a proposal that included a $14-per-share price for up to 1.1 billion shares and that would keep the company public. Icahn seemed on his way to derailing Michael Dell’s bid until last month, when he and Silver Lake upped the offer to $13.75 a share, with a 13-cent bump once the deal is closed. Investors also will get another 8 cents per share in a third-quarter dividend.

At the same time, the Special Committee changed the voting rules so that any shares not voted would not count as “no” votes. Many analysts believe the price increase combined with the changed rules has put momentum behind Michael Dell’s offer. After several delays, shareholders are scheduled to vote on the proposal Sept. 12.