Watch Out, Michael Dell — Shareholders are Angry

Michael Dell, founder and chief executive of the namesake company, secured a $13.65 per-share deal to take the computer manufacturer private. The valuation may be agreeable to Michael Dell, but many shareholders have found the terms of the deal to be unacceptable. In fact, they are fighting back.

Dell’s (NASDAQ:DELL) largest independent shareholder — Southeastern Asset Management, which holds an 8.44 percent stake in the company — wrote a letter to the board announcing that it would oppose the buyout plan in its current form when brought to a vote. In the firm’s estimation, the company’s worth is close to $24 per share. According to The New York Times’ DealBook reporter Michael de la Merced, Southeastern said it would use a full range of tactics, including a proxy fight and lawsuits, to block what it termed an “ill-advised transaction.”

Southeastern disclosed in a regulatory filing made with the U.S. Securities and Exchange Commission on February 11 that it had retained D.F. King, a proxy solicitation firm, as an adviser. As The New York Times reported, the firm will be in an important asset in the fight to secure a better offer from Michael Dell. Proxy solicitors can survey a company’s investor base in order to determine how other shareholders are leaning. Sources told the publication that mergers and acquisitions lawyer Dennis J. Block of Greenberg Traurig was hired by Southeastern as well…
The most likely reason Southeastern decided to oppose the $24.4 billion bid, commented the Times, is because the firm paid more than $20 a share, on average, for its stake, which means it will lose roughly $800 million on that investment if the deal is completed under the current terms.

Southeastern isn’t the only shareholder unhappy with the price. The voice money manager T. Rowe Price Group, which held a 4.4 percent stake in the company as of September 30, also announced that it would oppose the leveraged buyout offer proposed by Michael Dell and the private-equity firm Silver Lake.

“We believe the proposed buyout does not reflect the value of Dell, and we do not intend to support the offer as put forward,” Chief Investment Officer Brian Rogers said in a statement seen by Reuters.

Additionally, sources told the publication that three other shareholders are expected to resist the buyout…
With an increasing number of shareholders speaking out against the buyout, Michael Dell should be concerned. Although he owns approximately 16 percent of the company’s stock, Dell’s offer for the computer manufacturer requires the approval of a majority of independent shareholders in order to be finalized.

In response the statements made by Southeastern Asset Management and T. Rowe Price Group, Dell reiterated an argument it made on Friday. A spokesman for the company said that Dell’s board had examined several alternatives. “Based on that work, the board concluded that the proposed all-cash transaction is in the best interests of stockholders,” he said in the statement seen by the Times.

Shareholders will vote whether to approve the deal in several months.

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