Dell Dime-Bag Increased Offer Will Not Win

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By Jon C. Ogg Published
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The management-led buyout of Dell Inc. (NASDAQ: DELL) keeps getting stranger and more drawn out by the day. In an effort by Carl Icahn to keep shareholders in the game and to get a higher buyout price, a higher buyout price has been offered by Michael Dell and by Silver Lake. The problem is that the offer is only $0.10 higher at $13.75 per share, and it comes with contingencies. Shareholders are not likely to fall for what is simply a dime-bag offer.

Carl Icahn has been talking up a warrant with a smaller public float, which we would equate as being close to a tracking stock. A special committee of Dell’s board of directors is angling for at least $14.00 per share.   The reason that this new dime-bag offer from Michael Dell and Silver Lake has so much doubt is because of the contingencies. The buyout team is seeking a change to the way the votes are counted, saying that the present method of counting an abstention as a “No” vote has no “rational basis” and is “patently unfair.” Dell’s 16% stake in the company does not count in the final buyout voting.

The special committee is now said to be considering the price hike, of a whole dime, and the voting rule change. What stands out is that the committee created the voting count methodology. The board of directors is also trying to avoid a proxy fight with Carl Icahn. Sending shareholders a dime bag in addition to the $13.65 is not going to change Carl Icahn’s stance.

Dell’s shareholders are getting a raw deal here from how the stock is reacting. At first Dell shares were up as much as about 3%m but now the stock in mid-afternoon trading is down a nickel at $12.83. This does not at all resemble a new bidding war. An increase of a mere dime and with new conditions attached just is not a good deal. This is the sort of deal that a general offers to another general when he would rather just squash them rather than get a surrender.

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About the Author Jon C. Ogg →

Jon Ogg has been a financial news analyst since 1997. Mr. Ogg set up one of the first audio squawk box services for traders called TTN, which he sold in 2003. He has previously worked as a licensed broker to some of the top U.S. and E.U. financial institutions, managed capital, and has raised private capital at the seed and venture stage. He has lived in Copenhagen, Denmark, as well as New York and Chicago, and he now lives in Houston, Texas. Jon received a Bachelor of Business Administration in finance at University of Houston in 1992. a673b.bigscoots-temp.com.

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