Dell Inc.'s special committee of the board is consideringdelaying the July 18 shareholder vote on the buyout by founderMichael Dell, seeking a higher bid or time to win support for the$24.4 billion deal, said a person with direct knowledge of thesituation.

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The committee is exploring a postponement of about a week, saidthe person, who asked not to be named because the process isprivate. The group is likely to make a decision by the morning ofJuly 18 if the votes already cast against the buyout are enough toscuttle it, the person said. The June 3 record date, by which onehad to invest to be entitled to vote, won't change, said theperson.

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Adjourning the vote would give buyers Dell and Silver LakeManagement LLC time to boost the bid or declare the current offerof $13.65 a share as best and final, said the person. It would alsogive shareholders, who can recast their votes up until the lastminute, a chance to change their minds, according to theperson.

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“If they've talked to enough shareholders and they're notconfident that the deal would pass, they could potentially sweetenthe deal from $13.65, but they would need time to make thatdecision,” said Jeff Fidacaro, an analyst at Monness Crespi Hardt& Co. in New York.

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The move also would prolong Dell's struggle for control againstbillionaire investor Carl Icahn, who has pushed for months for thefounder to raise his bid. BlackRock Inc., which has a 4.4 percentstake in the third-largest personal-computer maker, voted againstthe buyout, according to the person.

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T. Rowe Price Group Inc., which holds 4.1 percent, reiteratedits opposition yesterday, saying the buyout doesn't “reflect thevalue of Dell.” To succeed, the buyout needs to win approval from amajority of holders excluding Michael Dell, who has about a 16percent stake.

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David Frink, a spokesman for Round Rock, Texas-based Dell,declined to comment. A representative for BlackRock didn't reply toa request for comment. Dell shares fell 1.2 percent to $13 at 12:12p.m. in New York.

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Icahn, now Dell's top outside holder with an 8.7 percent stake,has made at least four attempts to derail the buyout. In his latesteffort last week, he pledged to sweeten his offer to acquire about1.1 billion Dell shares at $14 each by adding warrants thatinvestors could exchange for additional shares. The latestproposal's value to shareholders would be about $15.50 to $18 ashare, Icahn said last week.

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Appraisal Rights

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Icahn previously said he was preparing to exercise appraisalrights in court, and urged fellow shareholders to do the same. Dellholders who don't vote in favor of the deal would be eligible toexercise those rights under the General Corporation Law ofDelaware. They would be entitled to receive a cash payment equalingthe “judicially determined” fair value of their Dell shares, aprocess that could leave them with more or less than the $13.65offer price.

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Michael Dell is attempting to take his company private, almostthree decades after he founded it, to help transform the PC makerinto a contender in tablets and cloud computing. His proposal wonkey endorsements last week from Institutional Shareholder ServicesInc. and other influential proxy advisory firms, and it also hasthe backing of the special committee of Dell's board that'sevaluating potential transactions on the company's behalf.

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Dell may need years to effect a turnaround if the MichaelDell-Silver Lake and Icahn deals don't come to fruition, and thestock could fall to below $9, said Jayson Noland, an analyst atRobert W. Baird & Co. in San Francisco.

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“There's substantial downside if these deals were to go away,”Noland said. “The stock could go to 8-something or even lower. ThePC market is bad and Dell is heavily exposed — same story.”

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Bloomberg News

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