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Michael Dell Woos Shareholders with Sweeter Buyout Deal

Michael Dell Woos Shareholders with Sweeter Buyout Deal
By Jennifer LeClaire

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The compromise appears likely to shift the momentum of the deal toward Michael Dell and Silver Lake. And the rule changes should make the deal more attractive to shareholders. But don't expect Carl Icahn and his backers to sidle away quietly.
 



Michael Dell is one step closer to what he wants -- to take the company private. Dell's CEO and investment firm Silver Lake Partners have upped their buyout offer. And Dell's Special Committee has signed off on the revised definitive merger agreement with Dell and Silver Lake.

The sweeter deal raises the buyout value by at least $350 million. Specifically, it increases the purchase price to $13.75 per share from $13.65 per share; pays out a special dividend at or before closing of $0.13 per share; and guarantees that the third-quarter dividend of $0.08 per share will be paid at or before closing. The guarantee of a third-quarter dividend could potentially increase the total value another $120 million.

"The committee is pleased to have negotiated this transaction, which provides as much as $470 million of increased value, including the next quarterly dividend that will now be paid regardless of when the transaction closes," said Alex Mandl, chairman of the Special Committee.

What's in it for Dell?

What does Dell get in return? The Special Committee has agreed to change the voting rules so that votes not cast would be essentially counted as no-votes. By eliminating disinterested parties from the vote, it could expedite shareholder approval. Shareholders will vote on Sept. 12.

"We believe modifying the voting standard is in the best interests of Dell shareholders, both because it has enabled us to secure substantial additional value and because it provides a level playing field for the decision facing shareholders," Mandl said. "The original voting standard was set at a time when the decision before the shareholders was between a going-private transaction and a continuation of the status quo."

Since then, Mandl said, the nature of the choice facing shareholders has changed because an alternative proposal by investor Carl Ichan and his backers landed on the table. In the context of the current decision, he explained, the Special Committee doesn't think it's appropriate to count shares that have not been voted as supporting any alternative.

Ichan May Not Back Down

"Accordingly, we have changed the voting standard to require that the going-private transaction receive the approval of a majority of the disinterested shares that are actually voted," he said. "By resetting the record date and providing abundant notice of the new meeting we are ensuring that all disinterested shareholders, including those who have acquired their shares since June 3, have ample opportunity to vote for or against the transaction. We urge all shareholders to support this transaction."

We asked Charles King, principal analyst at Pund-IT, for his take on the new deal. He told us the compromise appears likely to shift the momentum of the deal toward Michael Dell and Silver Lake. He expects the rule changes to make the deal more attractive to shareholders.

"That said, I don't expect Carl Icahn and his backers to sidle away quietly," he said. "They've already filed suit in Delaware to halt the change in record date but absent legal intervention, it's becoming more and more difficult to see how their bid can succeed."
 

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