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Dell Beset by Uncertainty on News of Rival Buyout Bids
Dell Beset by Uncertainty on News of Rival Buyout Bids

By Jennifer LeClaire
March 25, 2013 10:31AM

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"In all the years that I've been following Dell, HP, and IBM, whenever one weakens in any way -- however ephemeral, illusory, or slight -- the other two pile on as fast as possible in the field, directing sales people to stir up the FUD -- fear, uncertainty, and doubt -- in order to woo away as many of the beleaguered company's customers as possible," said analyst Roger Kay.
 


Dell in February announced plans to go private. Michael Dell, the company's founder, chairman and CEO, signed a leveraged buyout agreement worth $24.4 billion. But the door was also open for other bidders -- and other bidders came.

Investors led by both Carl Icahn and the Blackstone Group have made buyout bids. If the bids top Dell's $24.4 billion leveraged buyout deal, it could mean significant changes for the computer maker. Or, Dell could raise his bid and maintain control of the company that bears his name.

Blackstone's offer would value Dell at more than $14.25 per share. Icahn is bidding $15 a share for 58 percent of Dell. Dell had bid $13.65 per share. The difference is, Dell can back the deal financially. Financing for the competitive bids has not been confirmed.

A Bidding War?

Despite the competitive offers, Dell's special board committee still favors a sale to Dell and Silver Lake Partners. The Dell board unanimously approved a merger agreement in February and the plan was to ultimately see Dell and Silver Lake take the company private.

In this deal, Dell, who owns approximately 14 percent of the company's common shares, would continue to lead the company as chairman and CEO. He would maintain a significant equity investment in Dell by contributing his existing shares of Dell to the new company. He would also make a substantial additional cash investment.

But Icahn has a history of being aggressive and news reports indicate his firm may work with Blackstone to get a deal done. According to Reuters, Icahn Enterprises said, "We plan to review the Blackstone proposal in greater detail." The firm added that the Dell-Silver Lake proposal "significantly undervalues Dell."

Fending Off FUD Campaigns

Roger Kay, principal analyst at Endpoint Technologies Associates, sees another aspect to Dell's missed opportunity to manage a clean leveraged buyout: It's open season on the company. Competitors are lining up to harvest Dell's customers in their season of discontent.

"In all the years that I've been following Dell, HP, and IBM, whenever one weakens in any way -- however ephemeral, illusory, or slight -- the other two pile on as fast as possible in the field, directing sales people to stir up the FUD -- fear, uncertainty, and doubt -- in order to woo away as many of the beleaguered company's customers as possible. This is a time-honored tradition in our industry and, I might add, one that Dell itself has practiced with great zeal in the past," Kay told us.

Kay said that during Hewlett-Packard's repeated management changes and policy reversals. Dell and IBM made as much hay as they could. Now, HP is looking more stable and its customers are calming down. Oracle's Java issues and earnings hit helped paint a prettier picture.

"It should be clear to all by now, though, that any stability could be temporary, and it's best to remain circumspect. With respect to stability, IBM deserves a shout-out. The company has not experienced the kind of turmoil that the other two have faced," Kay said.

"Along the Dell-HP axis, though, the shoe is now firmly on the other foot, and Dell -- as HP did in the past -- finds itself fending off the flingers of FUD."
 

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