Published On: Thu, Sep 5th, 2013

Michael Dell’s $24.8 Billion Offer to Privatize Dell Inc Finally Goes to Shareholder Vote on September 12th

Computer Technology Leaders Speak At Oracle Open World Conference

Michael Dell/ Getty

/ By Clive Minchom / 

Michael Dell is a patient man; after announcing his bid to buy out the public shareholders of Dell Inc. last February, he has sat in his chair keeping his cards very close to his chest, and his mouth mostly shut, and outlasted his opponents. Now after modestly raising his bid twice which obtained for him the support of the Board of Directors of the company, the vote by shareholders to decide the transaction will now finally take place on September 12th – after several delays.

I am sure he can hardly wait, as once the deal is done there will be much work to do to restructure the business out of the prying eyes of Wall Street, in order to prepare for the coming changes in the PC business which have been looming for some time.

As key elements in the final run down to the vote, institutional shareholder advisory groups, Institutional Shareholder Services, Glass Lewis and Egan Jones, have apparently reiterated their backing for the deal.

On Tuesday the Special Committee of the Board of Directors of Dell Inc. announced that Institutional Shareholder Services (“ISS”), Glass Lewis and Egan Jones all continue to stand by their prior recommendations that Dell shareholders should support the proposed purchase offer from Michael Dell pursuant to amended terms under which shareholders will receive consideration of at least US$13.88 per share in cash.

The Special Committee of Dell also issued the following statement:

“We are pleased that all three of the nation’s leading proxy advisory firms have reiterated their support for the proposed sale transaction. Each has conducted an independent review of the amended merger agreement and all of its terms and concluded, as has the Special Committee, that a sale of Dell for US$13.88 per share in cash serves the best interests of Dell shareholders.” The Dell Board also provided in their statement the following excerpt from the ISS recommendation, dated August 30th, 2013, which just about sums it all up:

“A vote FOR this transaction is warranted as it offers a meaningful premium to the unaffected share price, provides certainty of value, and transfers the risk of the deteriorating PC business and the company’s on-going business transformation to the buyout group, while continuing to condition approval of the management buyout on the support of disinterested shareholders.”

Now it is up to the shareholders to decide next week in what is now a US$24.8 billion deal. With the shares hovering at aroundUS$13.81, and Carl Icahn having earlier thrown in the towel when he lost his legal battles against the company, clearly Wall Street now expects it go through without further delays.

 

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