Choices: Closer look at 2 plans for Dell's future

Published on NewsOK Modified: August 2, 2013 at 2:26 pm •  Published: August 2, 2013

SAN FRANCISCO (AP) — Dell Inc. delayed Friday's vote on founder Michael Dell's plan to take the computer maker private. The postponement came after Michael Dell and Silver Lake Partners added a special dividend of 13 cents per share on top of an already sweetened bid of $24.6 billion, or $13.75 per share. They originally had offered $24.4 billion, or $13.65 per share.

The company is now giving shareholders until Sept. 12 to consider the offer. The meeting will be held at Dell's headquarters in Round Rock, Texas, near Austin.

Activist investor Carl Icahn and the Southeastern Asset Management fund, which own 13 percent of the company combined, are trying to defeat Michael Dell's offer in hopes of persuading shareholders to back a competing proposal.

Here's a closer look at the two plans:


As has been the case since it was struck, the deal would take the company private if it's approved. Michael Dell, the CEO and the largest shareholder, is throwing in all of his stock and $750 million of his $15 billion fortune to help finance the sale to a group led by investment firm Silver Lake. Dell's stock-and-cash contributions to the deal are valued at about $4.5 billion. The plan calls for paying for most of this through loans, including $2 billion from longtime Dell partner Microsoft Corp.

As an additional enticement, Michael Dell and Silver Lake will pay stockholders a one-time dividend of 13 cents per share. Michael Dell and Silver Lake also are guaranteeing payment of Dell's regularly scheduled dividend of 8 cents per share for the fiscal quarter ending in early November.

In exchange for ensuring shareholders will receive the extra money, Michael Dell and Silver Lake received a key concession. Dell's board agreed that the deal can go through as long as it gains support from a majority of votes cast, excluding Michael Dell's nearly 16 percent stake in the company. The original bid required a majority of all outstanding stock excluding Michael Dell's stake, a provision that meant that abstentions counted as a part of the opposition.

Dell's board also changed the voting eligibility. All shareholders holding company stock as of Aug. 13 can cast ballots instead of the previous cutoff date of June 3. That creates a new pool of voters, including many investors who bought the stock in the past few months and stand to profit from the sweetened offer.

If it succeeds: Michael Dell is hoping to evolve the company into a more diversified seller of technology services, business software and high-end computers — much the way IBM Corp. had successfully transformed itself in the 1990s. He believes he has a better chance of turning the company around in the long run if it didn't have to worry about Wall Street's quarter-to-quarter expectations.

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