Stephen Percoco, CFA
Aug. 2, 2013, 9:44 AM
- Dell's (DELL +4.7%) special committee supports Michael Dell and Silver Lake's revised offer, which includes a $0.13/share special dividend to go with a $13.75/share purchase price, and a guarantee Dell's $0.08/share Q3 dividend will be paid.
- The committee has agreed to change the date of record for the deal to Aug. 13 from June 3, and (more importantly) has changed the voting rules to ignore abstained votes. Only a "majority of disinterested shares actually voting on the matter" is needed.
- Dell's special meeting has been adjourned until Sep. 12.
- The deal's breakup fee has been lowered to $180M from $450M.
- Dell shares have jumped, but are still trading a little below the deal's offer price.
Aug. 2, 2013, 9:10 AM
Aug. 2, 2013, 7:07 AM
- Despite saying that their $13.75-a-share bid to take Dell (DELL +3.4%) private is their final offer - just like the original $13.65 proposal was - Michael Dell and Silver Lake are reportedly close to a deal to again sweeten the offer by adding a special dividend for shareholders.
- In return, Dell's special committee would discount abstentions, which under current rules would be counted as "no" votes. The move would probably ease the passage of the buyout group's bid, but would require today's ballot to be delayed again.
- However, Carl Icahn might have something to say about any alteration to the rules, having already sued to stop a possible change to the shareholder date of record.
Aug. 2, 2013, 4:05 AM
- Dell (DELL) shareholders are due to convene yet again today to decide on whether to accept Michael Dell's and Silver Lake's buyout proposal. The ballot has already been postponed twice.
- The offer to be voted on is the group's $13.65-a-share bid rather than their higher $13.75 proposal, which is contingent on abstentions not being counted as "no" votes.
- Dell's special committee has rejected that condition, but has offered to change the date of record, which would cause the ballot to be delayed again and could benefit Michael Dell, but which has provoked a lawsuit from Carl Icahn.
- Given the closeness of the vote, retail investors, who reportedly hold 11% in Dell, have suddenly become very important.
Aug. 1, 2013, 1:47 PM
- Carl Icahn has filed suit against Dell (DELL +1.7%) and its board to prevent a change in the shareholder record date (currently June 3) upon which Friday's LBO vote will be based. A date change could lead to higher turnout, which in turn could help the deal pass.
- Dell's board stated yesterday it's open to changing the record date, but rejected Michael Dell/Silver Lake's request not to recognized abstained votes as "no" votes.
- Icahn is also demanding Michael Dell and affiliates not be allowed to vote shares bought after Feb. 5.
- Dell is rallying today, but is still 6% below the revised LBO offer price of $13.75/share.
Aug. 1, 2013, 2:13 AM
- Some of the largest Dell (DELL) investors that have abstained so far in Michael Dell's and Silver Lake's bid to take the company private have reportedly told the firm's board that they'll back the buyout group's increased offer of $13.75 a share.
- That would appear to be enough for Michael Dell and Silver Lake to win out if the record date for shareholders is amended.
- The speculation follows reports that the buyout group fears their deal will collapse after Dell's Special Committee refused to ignore abstentions, which count as no votes.
- The twice delayed investors ballot on the deal is due to take place on Friday.
Jul. 31, 2013, 10:27 AM
- A source tells Reuters Michael Dell and Silver Lake see their LBO bid collapsing unless the special committee agrees to ignore abstained votes The committee just announced it won't do it, at least not for a $13.75/share offer.
- Dell (DELL -2.8%) is down to $12.50, a price that reflects both deal pessimism and concerns about its PC business in the face of plunging consumer demand (offset some by recent share gains).
Jul. 31, 2013, 9:03 AM
- The special committee of Dell's (DELL) board rejects Michael Dell/Silver Lake's offer to raise their bid to $13.75 in exchange for an alteration in voting rules
- The board will consider a new date for a vote on a $13.75 deal, but only under current rules in which abstentions would be counted as the equivalent of "no" votes.
- The alternative is to proceed with a vote as planned on August 2 for the existing $13.65 offer.
- Shares -1.3% premarket to $12.69.
Jul. 29, 2013, 5:02 AM
- Michael Dell plans to stay at Dell (DELL) if his and Silver Lake's bid to take the company is rejected.
- In a round of interviews, he reiterates that their increased proposal of $13.75 is their "best and final offer."
- Dell rues allowing shares that aren't tendered to be counted as no votes, as it "only takes about 23% of the outstanding shares to block the transaction," he says. "This is an unfair result that does not accurately reflect what the shareholders want." That's why Dell wants the rules changed so that non-tendered stock is not counted. His bid is set to lose if the requirements aren't altered.
- If Carl Icahn's plan for a leveraged recapitalization goes through, Dell could refrain from tendering his shares, which would give him 42% of the company.
Jul. 25, 2013, 10:46 AM"I am at peace either way and I will honor your decision," says Michael Dell in an open letter to DELL shareholders. He calls it "clearly unfair" that the 25% (at this point) of unaffiliated abstaining votes could null out what may turn out to be a majority of voting unaffiliated shares in favor of his and Silver Lake's offer. The stock's little-changed at $12.90. | Jul. 25, 2013, 10:46 AM | 3 Comments
Jul. 24, 2013, 3:12 PM
Jul. 24, 2013, 12:56 PMSilver Lake isn't willing to raise its Dell (DELL -0.4%) bid to $14/share, a source tells Reuters. The report follows one from Bloomberg indicating Dell's special committee wants a $14+/share offer in exchange for agreeing not to count abstained votes as "no" votes, as required by Michael Dell and Silver Lake as part of their new $13.75/share offer. | Jul. 24, 2013, 12:56 PM | 4 Comments
Jul. 24, 2013, 10:06 AM
After initially trading higher, Dell (DELL -0.6%) has fallen to $12.80 in the wake of Michael Dell/Silver Lake's revised $13.75/share offer (I, II). David Faber reports the special committee won't agree to changing the voting rules to ignore abstained votes, as the buyout group is insisting. "The special committee’s not doing it for a dime ... On August 2nd, you’re probably looking at $13.65 as best and final." Update: Bloomberg reports the special committee wants at least $14/share to change its rules.| Jul. 24, 2013, 10:06 AM | 2 Comments
Jul. 24, 2013, 8:41 AM
Michael Dell and Sliver Lake's boosted offer (a dime) for DELL is more or less an admission they don't have the votes for their original proposal, and comes with a catch - the board's special committee must change the voting rule so abstentions are no longer factored into the final vote, which has now been postponed again until August 2. One can imagine the steam currently coming out of Carl Icahn's ears. DELL +1.5% premarket to $13.05.| Jul. 24, 2013, 8:41 AM | 4 Comments
Jul. 24, 2013, 8:28 AM
Michael Dell and Silver Lake Management sweeten their proposal to buy Dell (DELL), boosting their offer $0.10/share to $13.75 in what they say is their "best and final proposal." If approved by shareholders, the new bid would end the fight between CEO Dell and Carl Icahn, who has tried to derail the deal by proposing the company repurchase most of the outstanding shares at $14 each. DELL +3.1% premarket.| Jul. 24, 2013, 8:28 AM | 5 Comments
Jul. 23, 2013, 10:18 AM
Dell (DELL -0.2%) might again delay its LBO vote, the NY Post reports. The paper observes postponing the vote (currently set for tomorrow) beyond Aug. 3 would allow Dell to set a new date of record for shareholders (the current date is in early June), which in turn could help it win over the 22% of shareholder votes that weren't cast (and thus registered as "no" votes) ahead of last week's postponement. There's a good chance many of the non-cast votes came from investors who sold following the date of record, and thus have no interest in the proceedings. (previous)| Jul. 23, 2013, 10:18 AM | 2 Comments