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Dell's Board Rejects Michael Dell's Buyout Bid

By - Source: Dell Inc. | B 12 comments

Dell's board likes the money but doesn't want to change the voting rules.

Just weeks ago, Michael Dell and his allies presented a buyout offer of $24.6 billion, or $13.75 per share, up from the original $24.4 billion, or $13.65 per share. However the raised offer had a catch: the voting rules needed to be changed so that non-voting shares wouldn't count against the overall vote. As it stands now, non-voting essentially means a vote against the buyout, and Michael Dell said that wasn't fair.

One of the problems the buyout faces is that investors who purchased stock after June 3 cannot vote, thus they automatically fall into the "no" column. The agreement Michael Dell signed back in February required the majority of all outstanding shares – except for Michael Dell's nearly 16 percent in the company – to approve the deal. Thus shareholders who don't vote are automatically deemed in opposition.

But Dell's board has rejected the new offer anyway despite the higher payout, and instead provided a counteroffer that would extend the voting period for a third time so that a bigger pool of shareholders can cast ballots. In other words, the board likes the smell of more money but isn't willing to change the rules. As it stands now, non-voting shares still count against the overall buyout vote, but the board is now willing to allow investors who bought shares after June 3 into the voting pool.

"The Committee is not prepared to accept your proposal. We are, however, willing to establish a new record date for a vote on a $13.75 per share transaction under the existing voting standard," the board told Michael Dell. "A new record date would enable the many shareholders who bought their shares after June 3, 2013 to vote on the transaction while giving all shareholders more time to reflect on where their best interests lie in light of the improved offer."

Meanwhile, the board said it's prepared to proceed with a vote on the existing $13.65 per share transaction at the Special Meeting to be reconvened on August 2 if Michael Dell and his partners do not accept their counteroffer.

Just weeks ago, Michael Dell sent a public letter directly to the company's board, saying that Dell needs to transform, and to do it quickly. But he also said that the current offer is "our best and final offer" meaning the current CEO and his partners have no additional room for negotiation.

"I believe this offer is in the best interests of the company and our shareholders," he said. "Certain other parties have been proposing alternatives such as leveraged recapitalizations, sales of assets and other steps that I believe would be destructive to the company and that I do not and will not support. The decision is now yours.  I am at peace either way and I will honor your decision."

Two of Dell's largest shareholders, billionaire Carl Icahn and investment firm Southeastern Asset Management, want Michael Dell out of the picture. They also want an entirely new board that will pursue different alternatives. They wrote a letter to stockholders on Wednesday, saying that enough is enough.

"The stockholders have spoken – and they do not want to be frozen out by Michael Dell/Silver Lake," the letter stated. "Let the vote happen on Friday.  Michael Dell has said he is 'at peace either way'. We are glad to hear it!  It is time to let the proposed freeze-out merger die."

Michael Dell estimated that around 27 percent of Dell Inc.'s outstanding shares haven't voted as of last week. Under the current rules, that's all considered as opposed to the buyout deal.

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  • 4 Hide
    hardcore_gamer , August 1, 2013 10:46 AM
    Quote:
    my buddy's sister-in-law makes $74 every hour on the laptop...


    Yeah. I saw her work on redtube.
  • 1 Hide
    Giovanni-L , August 1, 2013 10:46 AM
    I don't like Dell. I don't like their products. I respect their post-sale support (it's efficient).

    If the man from which the company's name was born, wants the company one way, i say the MUST have it his way. A man's company is a man's company. People cannot change what a founder has done in its innermost ways.

    What if Henry Ford had his company bought-out and then all of their cars turned to super luxury, more-than-cadillac moving mansions? It'd be all destroyed. A man's legacy, effort, sweat, tears and blood would go down the drain. That's utterly unnacceptable.

    I'm doing my best in my youth to build a strong resolve and a high-end technology company. I will not allow anyone to change the original mission and vision of the company.

    Someone could say: "but anyobody said that they are going off-course, you thick-headed dude!". I'd answer: i know. I'm just feeling Dell's (the guy) anger as to what hungry-pocketed shareholders are trying to do.
  • -2 Hide
    allawash , August 1, 2013 11:20 AM
    Quote:
    I don't like Dell. I don't like their products. I respect their post-sale support (it's efficient).

    If the man from which the company's name was born, wants the company one way, i say the MUST have it his way. A man's company is a man's company. People cannot change what a founder has done in its innermost ways.

    What if Henry Ford had his company bought-out and then all of their cars turned to super luxury, more-than-cadillac moving mansions? It'd be all destroyed. A man's legacy, effort, sweat, tears and blood would go down the drain. That's utterly unnacceptable.

    I'm doing my best in my youth to build a strong resolve and a high-end technology company. I will not allow anyone to change the original mission and vision of the company.

    Someone could say: "but anyobody said that they are going off-course, you thick-headed dude!". I'd answer: i know. I'm just feeling Dell's (the guy) anger as to what hungry-pocketed shareholders are trying to do.


    Then don't lose/sell controlling interest in YOUR company. Just because your name is on it doesn't mean jack if you don't control it anymore.
  • 2 Hide
    ethanolson , August 1, 2013 11:32 AM
    Michael Dell is right in every way. Every single thing he wants to do makes perfect sense. What the heck is the board's problem?
  • 3 Hide
    vagrantsoul , August 1, 2013 11:50 AM
    Michael Dell is right in every way. Every single thing he wants to do makes perfect sense. What the heck is the board's problem?

    ... they're not getting paid off enough
  • 1 Hide
    anything4this , August 1, 2013 12:37 PM
    Exactly, they want the power and the money, giving them more power.
  • 0 Hide
    anything4this , August 1, 2013 12:37 PM
    M. Dell should start a new company since he has so much money. He should call it Lled
  • 1 Hide
    milktea , August 1, 2013 3:32 PM
    From the letter to the stockholders, it seems that Carl Icahn is blaming Michael Dell for driving the company value down. And it was his plan all along to overtake the company.
    I don't know who is right or wrong, but if Carl really thinks that the company is undervalued, then why doesn't he & other investors just buy out the 15% shares held by Michael and boot him out? Unless he himself is unsure about the future of the company, if Michael steps down?
  • -1 Hide
    Usersname , August 1, 2013 4:06 PM
    For whom the Dell tolls.
  • -1 Hide
    master9716 , August 1, 2013 4:45 PM
    I will take full credit for making dell sell their computers with hybrid hdds . They should have done it years ago but seems like their IT people dont know whats holding back their computers , the speed increase is krazy with those drives on an enterprise setting.
  • 0 Hide
    CrArC , September 20, 2013 4:04 AM
    I don't like this Icahn bloke. Sounds like an absolute knob. Hope Dell finds a way to beat this guy.
  • 0 Hide
    CrArC , September 20, 2013 4:07 AM
    Never mind.... just saw Dell's buyout was approved on Sep 12th. Nice.