Blackstone, Icahn Said to Step Up with Dell (DELL) Bids in Final Minutes
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Southeastern Says Pleased with New Dell (Dell) Offers
March 25, 2013 4:10 PM EDTDell (Nasdaq: DELL) stakeholder Southeastern said today it was pleased with latest Dell (Nasdaq: Dell) offers. The company said it was please with the higher cash component and the public stub.... More
Icahn (IEP) Comments on $15/Share Dell (DELL) Proposal
March 25, 2013 8:49 AM EDTIcahn Enterprises L.P. (Nasdaq: IEP) today announced that Icahn Enterprises is pleased that the Special Committee of Dell Inc.'s Board has responded positively to our proposal regarding Dell.
Icahn Enterprises believes that the February 5th merger agreement entered into among Michael S. Dell, Silver Lake and Dell significantly undervalues Dell. As set forth in our March 22nd letter to... More
UPDATE: SAM Makes Case for Dell (DELL) at $24/Share; Will Use 'All Options' to Stop Deal
February 8, 2013 3:05 PM EST(Updated - February 8, 2013 3:07 PM EST)
Southern Asset Management filed a 13D with the U.S. SEC today. The filing discloses a letter to Dell's (Masdaq: DELL) Board on why the company should go private for $20 per share.
The filing can be found here.
February 8, 2013
Board of Directors
Dell Inc.
One Dell Way
Round Rock, TX 78682
Attention:
Lawrence P. Tu
Senior Vice President, General Counsel and Secretary
Dear Board of Directors:
Southeastern Asset Management, Inc. beneficially owns on behalf of its investment advisory clients approximately 8.5% of Dells outstanding shares (including options), making us your largest outside shareholder. We are writing to express our extreme disappointment regarding the proposed go-private transaction, which we believe grossly undervalues the Company. We also write to inform you that we will not vote in favor of the proposed transaction as currently structured. We retain and intend to avail ourselves of all options at our disposal to oppose the proposed transaction, including but not limited to a proxy fight, litigation claims and any available Delaware statutory appraisal rights.
We expect the Board of Directors to perform its responsibility to thoroughly review all alternatives to the proposed transaction to deliver maximum value to Dells public shareholders. We would have endorsed a transformative transaction that would have provided full and fair value to Dells public shareholders, including a leveraged recapitalization or a go-private type sale where current shareholders could elect to continue to participate in a new company with a public stub. Unfortunately, the proposed Silver Lake transaction falls significantly short of that, and instead appears to be an effort to acquire Dell at a substantial discount to intrinsic value at the expense of public shareholders.
The Board of Directors has a fiduciary duty to consider any transaction, and particularly an insider transaction such as this, in light of what is in the best interest of all of Dells shareholders. We believe that the proposed transaction, under which Dells public shareholders would receive only $13.65 per share, clearly represents an opportunistically timed bid to take the Company private at a valuation far below Dells intrinsic value, and deprives public shareholders of the ability to participate in the Companys substantial future value creation. Specifically, the following supports our valuation analysis:
Southeastern believes that straightforward, modest valuations of Dell result in per share valuations vastly in excess of the $13.65 offer price. Net cash per share after deducting structured debt within Dell Financial Services (DFS) is $3.64. Dell Financial Services has a book value of $1.72 per share. In addition, since Michael Dell resumed his role as CEO in 2007, the Company has spent $13.7 billion or $7.58... More
Dell (DELL) to Go Private for $13.65/Share in Cash
February 5, 2013 9:21 AM ESTDell Inc. (Nasdaq: DELL) announced it has signed a definitive merger agreement under which Michael Dell, Dells Founder, Chairman and Chief Executive Officer, in partnership with global technology investment firm Silver Lake, will acquire Dell.
Under the terms of the agreement, Dell stockholders will receive $13.65 in cash for each share of Dell common stock they hold, in a transaction valued at approximately $24.4 billion. The price represents a premium of 25 percent over Dells closing share price of $10.88 on Jan. 11, 2013, the last trading day before rumors of a possible going-private transaction were first published; a premium of approximately 35 percent over Dells enterprise value as of Jan. 11, 2013; and a premium of approximately 37 percent over the average closing share price during the previous 90 calendar days ending Jan. 11, 2013. The buyers will acquire for cash all of the outstanding shares of Dell not held by Mr. Dell and certain other members of management.
The Dell Board of Directors acting on the recommendation of a special committee of independent directors unanimously approved a merger agreement under which Michael Dell and Silver Lake Partners... More
