Worried About Defeat for Dell Offer, Board and Bidders Prepare Maneuvers

BY MICHAEL J. DE LA MERCED – NYT

A high-stakes game of poker is now being played over the fate of Dell Inc., less than 36 hours before shareholders are scheduled to vote on the computer company’s proposed $24.4 billion sale to its founder.

A special committee of Dell’s board is poised to adjourn the vote on Thursday morning because it is concerned that the offer may be defeated by shareholders, people briefed on the matter said on Tuesday. The directors have signaled for days that they would rather postpone the shareholder meeting, giving them time to either elicit a higher bid from Michael S. Dell and his partner, the investment firm Silver Lake — or get the buyers to declare their current offer of $13.65 best and final.

Meanwhile, Mr. Dell and Silver Lake are working behind the scenes to convince shareholders that they will not raise their current offer and are prepared to walk away.

The jockeying comes amid more signs that the deal faces stiff investor opposition. BlackRock, which owns a nearly 4.5 percent stake, has voted no, according to one of the people briefed on the matter. And the mutual fund manager T. Rowe Price, which owns a 4 percent stake, said publicly on Monday that it remained opposed to the deal.

The primary opponents to the leveraged buyout, the billionaire activist Carl C. Icahnand the asset management firm Southeastern Asset Management, have pressed their argument that the proposed sale would shortchange investors. They contend that their plan, in which the company would buy back 1.1 billion shares for $14 apiece, would deliver more to fellow shareholders while letting them participate in any revival of the computer company.

In a letter to investors sent on Tuesday, the Dell special committee again sought to rebut Mr. Icahn’s claims, arguing that a so-called leveraged recapitalization would leave shareholders owning stakes in a more indebted company. Moreover, Mr. Icahn’s offer requires investors to completely replace Dell’s board with the activist’s own slate of candidates.

Still, the directors remain pessimistic because of the tough threshold for approval of Mr. Dell’s deal. More than 42 percent of the company’s shares must be voted in favor of the transaction. More than 21 percent of Dell’s shares — including the roughly 13 percent stake held by Mr. Icahn and Southeastern — is currently arrayed against the proposal, this person said.

By briefly opening the shareholder meeting and then adjourning, the special committee buys more time to twist arms. The maneuver will let the company maintain the current record date of June 3, the day by which investors must have owned shares to participate in the vote. (That said, Dell directors may be ultimately fine with moving the date.)

Both the special committee and the buyer group believe that many of Dell’s shareholders are wagering that Mr. Dell and Silver Lake will blink and raise their offer. By some estimates, nearly one-quarter of Dell shares held as of June 3 are now in the hands of arbitrageurs, who bet on the outcome of mergers.

But people close to the would-be buyers argue that there is less incentive than ever for the consortium to increase their bid, pointing to the company’s declining earnings; increasingly negative analyst outlooks on sales of personal computers; and the rising cost of debt borrowing.

As recently as last week, the research firm Gartner estimated that worldwide PC shipments had fallen from the year-ago period by roughly 11 percent, to 76 million units. That is the fifth consecutive quarter of falling sales.

Meanwhile, raising the offer above $13.65 a share could prove expensive. A 25-cent increase of the bid would require an additional $1 billion in new equity, hurting the potential return of Mr. Dell and Silver Lake.

Any bump in price would need the approval of both partners, even as many shareholders are hoping that the company founder would succumb to pressure and make additional concessions to allow an increase in the price.

Shares in Dell closed on Tuesday at $13.02, down almost 1 percent.

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