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June 03, 2013

Dell Board Urges Shareholders to Make Company Private, Other Shareholders Still Push for Option

By Ed Silverstein, TMCnet Contributor

The current Dell (News - Alert) board continues to back a plan that would have shareholders approve selling the company to Michael Dell and Silver Lake Partners, even though an alternative plan has been getting a lot of attention.

In a new document filed with the U.S. Securities and Exchange Commission, the independent directors called the $24.4 billion sale to Michael Dell/Silver Lake “the best alternative available.” The deal would pay $13.65 a share.

The directors point out in a letter to shareholders that currently there is a “challenging business environment” and the plan “offers certainty and a very material premium over pre-announcement trading price.”

By supporting that plan, the directors reject the option promoted by billionaire Carl Icahn and Southeastern Asset Management. That side wants to see $12 a share or a “cash leveraged recap that would cost more than $21 billion. It would leave the company public,” Forbes explained in a report.

Shareholders will be asked to vote on the issue during a special meeting scheduled for July 18.

Not only does Icahn want shareholders to reject the plan to take the company private, he wants to see a new slate of directors installed at the company – and recently suggested on a CNBC TV interview that Michael Dell be replaced as the company’s CEO, TMCnet reported.

“He will not be running the company,” Icahn said during the interview. That is, if the new slate comes in.

Icahn added on TV that “the shareholders in this case are literally getting screwed” when it comes to the Michael Dell and Silver Lake Partners plan to take the company private.

Icahn and Southeastern Asset Management own a combined stake of about 13 percent in Dell.

“We, along with Icahn Enterprises L.P., believe that substantially greater value can be realized for Dell stockholders than what is reflected in the Management Buyout Proposal.  In the near future, we will make our own proxy statement available to stockholders,” according to a recent letter to shareholders from the Icahn/Southeastern Asset Management side in the dispute.

Edited by Rich Steeves
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