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2008: Decision Year for RIAs - October 20-22, 2008 San Jose


Dell Vote Pushed to July 24
The delay buys Michael Dell and Silver Lake time to turn unvoted shares – which count as no votes – in their favor

Dell early Thursday morning put off the stockholders' vote on whether it should be bought for $13.65 a share by founder Michael Dell and private equity house Silver Lake Partners after the yes votes reportedly proved narrowly short of approval. No results were officially disclosed.

The meeting at Dell headquarters in Round Rock, Texas, will reconvene on Wednesday, July 24 at 6 pm Eastern Time.

The delay buys Michael Dell and Silver Lake time to turn unvoted shares - which count as no votes - in their favor and try to persuade no votes fishing for an 11th-hour sweetener to back their play.

Reuters said they were short 150 million shares. They need about 735 million shareholder votes altogether and they need the votes they've got not to change against them.

The Wall Street Journal said that "as of Thursday, about 77% of the shares eligible to count were voted in the deal" and that "the turnout was lower than expected."

Reports, however, suggest that companies like BlackRock and the Vanguard Group that supposedly decided at the last minute to vote against the privatization plan in the hopes of a better price did in fact vote to support it.

Reuters said other "swing votes" such as State Street, Bank of New York Mellon and Invesco also voted in favor.

Michael and Silver Lake have put it out and about that their $24.4 billion offer is as good as it's going to get and that they are willing to let the deal go down in flames. Whether that's the way it ultimately turns out be remains to be seen. They originally wanted to pay less than 12 bucks a share for the joint and Silver Lake has indicated it's tapped out.

The leveraged buyout, accepted by Dell's board, has been endorsed by three key proxy advisory firms that often influence voting results.

It is opposed by activist shareholder Carl Icahn, now Dell's largest single shareholder outside of Michael Dell, and a coterie of companies including Southeastern Asset Management, T. Rowe Price, Highfields Capital Management, Pzena Investment Management and Yacktman Asset Management that contend that Michael Dell is trying to steal the company out from under them at an unfair price and gyp them of turnaround gain.

That position hinged on its future not being as dire as the picture painted.

Icahn claimed at a Seeking Alpha conference hosted and broadcast by CNBC Wednesday that he really did want to own Dell, that he could win a proxy fight to replace the board, and that he could get an ace CEO to replace Michael Dell.

A turnaround in Dell's fortunes, he said, was simply a matter of having the right board and the right management.

He called the current Dell board "one of the worst I have ever seen," holding it more responsible for the sluggish state of affairs at the company than Michael Dell.

Icahn has proposed lately that Dell stage a leveraged tender offer for 72% of the shares outstanding at $14 a share in cash, offer a warrant for every four shares tendered and leave a "stub" of the company public. The warrant would let the holder buy one Dell share in the next seven years for $20. Icahn values such a deal at $15.50-$18 a share.

The special committee of Dell board charged with vetting such schemes dismissed it as both dicey and taxable for shareholders and unlikely to pay them the putative bonus. It would also be costly for the company and require it to go deeper in debt just when interest rates are rising. Proxy advisor Institutional Shareholder Services (ISS) agreed.

Icahn claimed to have no insight into whether Michael Dell and Silver Lake would bump up the price and said he didn't care. However, if the LBO is approved as is, Icahn is expected to try to challenge the price in Delaware's Chancery Court.

Thursday morning he and Southeastern, both irritated by the delay, said, "Should the Michael Dell/Silver Lake transaction be defeated, we urge the Dell board to move quickly to hold the annual meeting when stockholders will have the opportunity to elect our slate of directors."

Michael Dell, who by agreement with the special committee can't vote his 16% interest in the company in favor of his own bid, will be able to vote his shares in any challenge to the board.

Dell's share price, which was at $12.88 when the market closed Wednesday, perked up a bit to $13.16 Thursday noon, suggesting heightened confidence the deal will get done.

The special committee has suggested that without the deal the stock will collapse into the single digits where it was before the privatization plan became public knowledge in February. Icahn said it was trying to scare stockholders into support the buyout.

About Maureen O'Gara
Maureen O'Gara the most read technology reporter for the past 20 years, is the Cloud Computing and Virtualization News Desk editor of SYS-CON Media. She is the publisher of famous "Billygrams" and the editor-in-chief of "Client/Server News" for more than a decade. One of the most respected technology reporters in the business, Maureen can be reached by email at maureen(at)sys-con.com or paperboy(at)g2news.com, and by phone at 516 759-7025. Twitter: @MaureenOGara

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