Can Michael Dell's New Offer Sway Investors? - InformationWeek

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7/25/2013
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Can Michael Dell's New Offer Sway Investors?

Dell CEO delayed a shareholder vote on his buyout plan for the second time. He's betting his new and allegedly final offer will secure victory.

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On Wednesday, Dell CEO Michael Dell delayed for the second time a shareholder vote on his proposed buyout of the company.

The first time, observers inferred that Dell would spend the week drumming up support and that the vote was likely to be close. This time, the company founder offered investors a better deal, upping his per-share offer from $13.65 to $13.75, and sweetening the bid by $150 million overall. In separate letters to shareholders and to the special committee overseeing the deal, Dell said the new offer is contingent on a change in the voting procedure. The demand further indicates that the company's future could come down to a small number of votes.

Under the original terms of the deal, investors who do not vote are counted against the CEO's proposal. Michael Dell owns almost 16% of the company but is excluded from voting, meaning he needs approval from almost 43% of shareholders to gain victory.

The CEO's bid to take the company private has been drawn-out and contentious, which could make investors more likely to vote. Outspoken critics Carl Icahn and Southeastern Asset hold 12% of shares, however, so even a modest amount of non-participation could swing the decision against Michael Dell.

[ Will Dell's software foray be a success? Read Dell's Software Shift: 4 Big Questions. ]

Under the revised terms, which the CEO termed his "best and final offer," Dell requested that non-voting members be excluded from the final tally. It "makes no sense whatsoever to skew the playing field," he said in the letter to shareholders. He told investors he will be "at peace either way and … will honor your decision."

In response to the CEO's new offer, the voting session was adjourned until Aug. 2.

The special committee is seeking $14 a share in exchange for the modified rules, according to a Bloomberg report. Silver Lake, the private equity firm with which Michael Dell is co-financing the buyout, is reportedly unwilling to meet this price, according to Reuters.

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