The special committee of Dell Inc.’s (NASDAQ: DELL) board of directors has agreed to a new, sweetened offer from founder Michael Dell and Silver Lake Partners to take the company private. The price per share would rise to $13.75 and the buyout team agrees to pay a special dividend of $0.13 a share at or before the deal closes. Dell and Silver Lake also guarantee to pay a third-quarter dividend of $0.08 per share.
The special committee said that the new offer increases the aggregate value of the deal by $350 million. The original deal was valued at $24.4 billion.
In exchange, the special committee of Dell’s board of directors has modified the rules governing the shareholder vote to require only a majority of shares voted in order to approve the transaction. Under the previous rules, non-voted shares counted as “no” votes. The change could add about 20% more eligible shares to the voting, according to a report in The Wall Street Journal.
The special committee also agreed to change the record date for voting shares from February 5 to August 13, a move that is sure to raise the ire of activist investor Carl Icahn and Southeastern Asset Management Co., both of which oppose the original offer and any action by the board to change the voting rules. Icahn sued the company yesterday in an effort to block a shareholder vote on the Dell-Silver Lake offer that was scheduled to occur today.
Dell-Silver Lake and the special committee also agreed to reduce the breakup fee from $450 million to $180 million.
The shareholder voting is now scheduled for September 12.
Dell’s shares are up 4.9% in early trading this morning, at $13.58 in a 52-week range of $8.69 to $14.64.
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