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June 18, 2013

Proxy Advisory Firms Still to Weigh in on Dell Buyout

By Erin Harrison, Executive Editor, Cloud Computing

There’s just a little over a month until Dell’s (News - Alert) proxy vote over the $24.4 billion plan to take the struggling computer company private.

But before the July 18 decision, another critical step in the process must take place. The two major proxy firms, Institutional Shareholder Services and Glass Lewis, have not yet weighed in on the proposal by CEO Michael Dell and the private equity firm Silver Lake Partners. Their opinions will carry quite a bit of weight among certain shareholders, All Things D reported. Meetings between representatives for Dell and Silver Lake and the proxy firms had not yet taken place as of last week.

An investment group led by Michael Dell offered earlier this year topay $13.65 per share in a deal that would take the company private.

Southeastern Asset Management, which was identified by The Associated Press (News - Alert) as Dell’s largest independent shareholder, as well as investor Carl Icahn, are challenging Michael Dell’s $24.4 billion effort to make the company private. Icahn and Southeastern control a combined 12.5 percent of the company’s shares.

“You now have the opportunity to ameliorate the damage that we believe you have caused to Dell and its shareholders by following the fair and reasonable path set forth in this letter,” according to a May 9 letter issued by Southeastern and Icahn. “We are often cynical about corporate boards, but this board has brought that cynicism to new heights… This company has suffered long enough from very wrongheaded decisions made by the board and its management.”

The current Dell 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, TMCnet reported.

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.

Edited by Alisen Downey
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