Tag Archives: Southeastern Asset Management

After Board Nixes Michael Dell's Deal, Carl Icahn Says 'Let The Desperate Dell Debacle Die'

By Connie Guglielmo, Forbes Staff Billionaire investor and activist Carl Icahn called on a special committee of Dell’s board, which earlier today rejected a $26.6 billion buyout plan proposed by Michael Dell, to let a shareholder vote on the issue take place this Friday and put an end to the “Dell debacle.” Icahn , in an open letter to the PC makers board, said he’s “pleased” that Michael Dell’s $13.75 a share offer has been turned down, but noted that “the Special Committee has proposed to change the record date for the special meeting of stockholders, which would further delay the stockholder vote that was first scheduled for July 18.  To that proposal, we say:  Enough!  The stockholders have spoken – and they do not want to be frozen out by Michael Dell/Silver Lake.  Let the vote happen on Friday.  Michael Dell has said he is “at peace either way”.  We are glad to hear it! It is time to let the proposed freeze-out merger die.” Here’s the text of the letter by Icahn and Southeastern Asset Management, one of Dell’s top shareholders and a vocal opponent of Michael Dell’s plan to take the company private with partner Silver Lake. LET THE DESPERATE DELL DEBACLE DIE Dear Fellow Dell Stockholders and Dell Special Committee: Today we read that the Dell Special Committee will not accept Michael Dell/Silver Lake’s request to amend the stockholder approval requirement previously agreed to by Dell, Michael Dell and Silver Lake. We are pleased to see that the Special Committee heeded our advice. But now, the Special Committee has proposed to change the record date for the special meeting of stockholders, which would further delay the stockholder vote that was first scheduled for July 18. To that proposal, we say: Enough! The stockholders have spoken – and they do not want to be frozen out by Michael Dell/Silver Lake. Let the vote happen on Friday. Michael Dell has said he is “at peace either way”. We are glad to hear it! It is time to let the proposed freeze-out merger die.  If the Special Committee fails to heed our advice to hold the Special Meeting on Friday and let the stockholders finally vote after six months of uncertainty, and instead, they decide to reset the record date and schedule the Special Meeting for the fourth time, it is imperative, AS WE HAVE REQUESTED FOR MONTHS, that Dell also hold the Annual Meeting on that same day and at the same time. LET’S MOVE FORWARD TO END THIS UNCERTAINTY The Dell Board needs to immediately set a record date for the Annual Meeting and announce the date for the Annual Meeting. The current Dell directors have been sitting for over a year. We believe that the Dell Board has a fiduciary obligation to ensure stockholders have the opportunity to make their choice: Do stockholders want to continue with the incumbent directors who have supported what we believe is an undervalued merger with the company’s founder, largest stockholder and CEO?  OR Do stockholders want to …read more

Source: FULL ARTICLE at Forbes Latest

Icahn in control after Dell ups offer to take company private

Michael Dell and Silver Lake’s decision to raise the offer to take Dell private is a concession that rival Carl Icahn and affiliate parties may have an upper hand in the wrangling to take over the company, observers of the deal said.

Founder Dell and Silver Lake on Wednesday offered shareholders US$13.75, an increase from the original offer of $13.65 proposed in February, which was met with opposition from Icahn and other institutional investors, who believed the company was being undervalued.

Icahn has led the fight against Dell, playing a major role in getting the company founder and CEO to increase his offer, observers said. Icahn and Southeastern Asset Management made several counteroffers to the Dell-Silver Lake proposal, and Icahn claimed the most recent counteroffer could be potentially worth $15.50 to $18 a share for current shareholders.

A vote to approve the new Dell-Silver Lake proposal is scheduled for Aug. 2. Dell on Wednesday delayed the second shareholder vote on the Dell-Silver Lake proposal. Dell perhaps failed to gain enough shareholder backing to approve the deal, observers said.

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…read more

Source: FULL ARTICLE at PCWorld

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

Dell Inc. has delayed Thursday’s vote on founder Michael Dell’s plan to take the computer maker private. That’s a sign the board needs more time to rally support. Activist investor Carl Icahn and the Southeastern Asset Management fund, which own 13 percent of the company combined, have made a competing proposal. …read more

Source: FULL ARTICLE at Phys.org

Wall Street Beat: Icahn battle with Dell over buyout going down to the wire

With a shareholder vote scheduled for July 18, the battle over Dell’s US$24.4 billion plan to go private intensified Friday as investor Carl Icahn and his affiliates issued an enhanced offer for the company.

Icahn and his partner, Southeastern Asset Management, issued a letter to Dell shareholders offering a warrant to buy a share in the company at US$20 over the next seven years for every four shares that they sell now. Icahn’s plan calls for part of the company to continue to be publicly traded.

The new offer is in addition to the previous proposal to buy shares at $14 each. Making the calculation that shares will rise over $20 once the suggested proposal and new management is in place, Icahn said in the letter that the entire deal is potentially worth $15.50 to $18 a share for current shareholders.

In the letter, Icahn said that he and Southeastern are “completely committed to bringing in management that we expect to be far superior to Michael Dell who we believe has had an abysmal record during the last three years. We believe there would be several excellent candidates for this position who would be very interested in running this company once a clear mandate has been established.”

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Source: FULL ARTICLE at PCWorld

Market Minute: Dish Network Bids $25.5 Billion for Sprint Nextel

By DailyFinance Staff

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Two big takeover deals are in the works, and plunging gold prices pressure stocks.

All three of the major averages rallied by more than two percent last week, with the Dow and the S&P setting record highs along the way.

This could be a big merger Monday: Dish Network (DISH) is bidding to acquire Sprint Nextel (S). The offer – termed an informal offer and valued at more than $25 billion dollars, including debt – is intended to derail Sprint’s deal with the Japanese company Softbank.

And Thermo Fisher Scientific (TMO) has agreed to buy Life Technologies (LIFE) for more than $13 billion dollars. Both companies make laboratory equipment. Life Technologies‘ stock has jumped 25 percent since it put itself up for sale in January. At least two other groups had been considering bids.

Earnings season kicks into high gear this week. Citigroup (C) topped expectations on both earnings and revenue.
Freeport McMoRan (FCX) and Newmont Mining (NEM) are both under pressure as the price of gold tumbles more than 6 percent this morning. That’s partly because of signs of slowing growth in China.

In an effort to settle a long running anti-trust suit in Europe, Google (GOOG) has reportedly offered to change the way it operates its search engine. News reports say Google is prepared to make a greater distinction between its internet searches and those of competitors.

General Motors (GM) and Ford (F) are working together to develop more fuel efficient nine- and 10-speed transmissions for their cars. Some rivals, including Chrysler, are already there.

J.C. Penney (JCP) on Friday won a round in its court battle with Macy’s (M). The judge said Penney could temporarily sell housewares designed by Martha Stewart, while the trial continues this week.

Dell’s biggest institutional investor, Southeastern Asset Management, is stepping up its opposition to Michael Dell‘s effort to take the computer maker private. The investment firm has hired a proxy solicitation group and may contact shareholders directly.

-Produced by Drew Trachtenberg

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From: http://www.dailyfinance.com/on/dish-network-sprint-nextel-offer/

Microsoft Is Totally Killing the PC

By Evan Niu, CFA, The Motley Fool

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It’s not an exaggeration to say that the PC market has never been this bad. So much for the “PC-Plus” era that Microsoft has been talking so much about lately; given IDC‘s most recent estimates on PC shipments, maybe “PC-Minus” is more appropriate.

Global PC units in the first quarter got absolutely crushed, falling by 14%. That’s the biggest drop that the market researcher has ever seen in a single quarter in the nearly two decades that it’s been releasing quarterly estimates. That’s almost twice as bad as the already-reduced 7.7% decline IDC was expecting.

There were an estimated 76.3 million PCs shipped in the first quarter, down from 88.6 million units a year ago. IDC makes it very clear that Windows 8 played no small role in the precipitous drop. IDC‘s Bob O’Donnell notes, “At this point, unfortunately, it seems clear that the Windows 8 launch not only failed to provide a positive boost to the PC market, but appears to have slowed the market.”

Source: IDC. YoY = year-over-year.

The new interface may be a bit too much for the average consumer to take in. After all, killing an interface element like the Start Menu that’s been around for 17 years is a big risk. Plenty of Windows 8 users have expressed that they want the Start Menu back, even if that means downloading third-party alternatives.

There’s also a growing perception that Windows 8 needs a touchscreen to be fully enjoyed. That’s only partially true. While the operating system is definitely built around touch interface, it’s also fully compatible with a good old-fashioned mouse and keyboard. Touch-based devices come at a premium price — a price that consumers aren’t willing to pay for a platform with so many trade-offs.

It doesn’t help that the only two domestic PC giants left standing are undergoing identity crises. Hewlett-Packard remains in turmoil, with its chairman just stepping down and continued debate over whether or not the company should be broken up. HP is also actively exploring other platforms from Google; the company has released both a Chromebook and Android tablet this year.

Dell is still trying to scare investors into selling the company back to Michael Dell and Silver Lake Partners. The company’s recent proxy statement lays out the gloomy state of the PC market, a not-so-subtle nudge to get investors to allow the company’s founder to take Dell private. That’s a major change in Dell’s tone, since it used to talk up all its enterprise potential — a discrepancy that Southeastern Asset Management has called out as it opposes the deal.

Chinese vendor Lenovo held up the best with 0% growth, while all other vendors in the top five saw double-digit declines. HP‘s shipments fell 24% to 12 million; Dell shipped 11% less units this quarter at 9 million.

Not even Apple is immune from the downturn. While the Mac maker doesn’t

From: http://www.dailyfinance.com/2013/04/11/microsoft-is-totally-killing-the-pc/

Dell's Top Investor Sees 'No Sound Reasoning' For Taking PC Maker Private

By Connie Guglielmo, Forbes Staff Dell Inc.’s largest outside investor, Southeastern Asset Management, sent another open letter to the PC maker  today challenging the $24.4 billion leveraged buyout proposed by Michael Dell and Silver Lake in February. …read more

Source: FULL ARTICLE at Forbes Latest

Dell Investor Questions Company's Analysis

By Evan Niu, CFA, The Motley Fool

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Following a Dell proxy statement filed earlier this month in which the PC giant provided a pessimistic analysis of its business, major institutional investor Southeastern Asset Management has issued an open letter questioning the company’s conclusions.

Southeastern Asset Management owns an 8.4% stake in Dell, and says in a press release today that it believes the analysis yielded an “inadequate outcome.”

Southeastern has been vocally against the $13.65-per-share buyout offer proposed by Michael Dell and Silver Lake earlier this year. The firm notes that Dell has repurchased shares at an average price of $15.25 over the past year, yet now recommends that investors sell the company for a lower price.

Southeastern maintains that Dell’s pessimistic analysis places too much emphasis on the PC market, while ignoring its potential in its enterprise storage and services segment. Before the buyout offer was on the table, Dell used to emphasize the future potential of this segment.

The investment management firm believes the analysis is misleading and it considers the two preliminary alternative acquisition proposals superior.

The article Dell Investor Questions Company’s Analysis originally appeared on Fool.com.

Fool contributor Evan Niu, CFA, has no position in any stocks mentioned. The Motley Fool has no position in any of the stocks mentioned. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors. The Motley Fool has a disclosure policy.

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Dell's Turnaround Plan Is One Big Gamble

By Adam Levine-Weinberg, The Motley Fool

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Troubled PC giant Dell has been embroiled in a months-long battle with shareholders over founder and CEO Michael Dell‘s plan to take the company private (with help from Silver Lake Partners and Microsoft ). Two of Dell’s major shareholders, Southeastern Asset Management and T. Rowe Price, protested that the proposed buyout price of $13.65 was too low. Subsequently, Blackstone Group offered to pay $14.25 per share for Dell, and activist investor Carl Icahn offered to buy 58% of the company for $15 per share.

The recent bidding war has driven the Dell stock price well beyond the original proposed deal price of $13.65. However, last week Dell filed a discouraging proxy statement, which indicated that management expects things to get significantly worse for the company before any potential turnaround. The Special Committee of independent directors that evaluated the rival proposals concluded that the certainty of $13.65 cash from Michael Dell and Silver Lake was superior for shareholders to the Blackstone and Icahn bids, which would leave part of the company trading publicly. With Dell stock still trading at a premium to the Dell/Silver Lake offer — $14.30 as of Monday’s close — it is high time for shareholders to sell and lock in gains.

PC weakness continues
Dell’s big long-term problem is the decline of the PC, which has been cannibalized by the growth of mobile computing (i.e., tablets and even smartphones). The PC replacement cycle has slowed dramatically, pressuring Dell and competitors like Hewlett-Packard . Last year, HP had to write down the value of the Compaq trade name by $1.2 billion due in large part to declining PC sales. Yet the PC business is just a small part of what HP does, representing less than 30% of revenue and less than 10% of segment earnings from operations last quarter.

By contrast, while Dell has been trying to diversify into services, software, networking, and other growth areas, PC sales still represent half of the company’s revenue, and roughly 25%-30% of earnings. As a result, Dell has a lot more to lose from the continuation of weak PC sales than HP. In last week’s proxy filing, Dell stated that uptake of Microsoft’s new Windows 8 has been poor, and enterprise upgrades to Windows 7 PCs have unexpectedly slowed as well. According to a study by Boston Consulting Group (commissioned by Dell), PC division revenue could decline by as much as $10 billion over the next four years.

What’s the solution?
Michael Dell seems to be planning to double down on investments to move the company aggressively into the enterprise hardware, software, and services markets. The investments necessary to execute this transformation will depress profitability for several years. Given the strong competition in those markets from IBM, HP, and others, success is not assured.

It’s hard to fault Michael Dell for taking drastic measures to revitalize the business he founded in his dorm room decades ago. The more moderate transformation strategy …read more
Source: FULL ARTICLE at DailyFinance

Battle for Dell risks customer confidence, analysts say

With Michael Dell still battling to get his US$24.4 billion buyout deal approved by shareholders, his company needs to avoid a long, drawn-out battle that could erode customer confidence, analysts say.

Dell recently released details about counteroffers to the proposed purchase by Michael Dell and equity investor Silver Lake, who have offered $13.65 per share to take the company private. The deal was announced February 5, and several counteroffers are pending.

Some signs suggest the proposed deal could fall apart, with some big Dell shareholders, including Yacktman Asset Management and Southeastern Asset Management, opposing the buyout on the grounds that it undervalues Dell.

Counteroffers include a proposal by equity firm Blackstone Group, which approached Southeastern Asset Management and TPG about possible alternative bids. The current offer by Silver Lake and Michael Dell included a $2 billion loan from Microsoft, and debt financing commitments from Bank of America, Merrill Lynch, Barclays, Credit Suisse, and RBC Capital Markets.

To read this article in full or to leave a comment, please click here

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Source: FULL ARTICLE at PCWorld

Real Mastermind Behind Dell Buyout? Perhaps Not Billionaire Michael Dell

By Abram Brown, Forbes Staff

You might think it was all billionaire Michael Dell‘s idea to take his eponymous PC company private. Think again. Southeastern Asset Management, the company’s largest shareholder, actually discussed the possibility of a buyout months before Dell started working on the matter, according to the new proxy filing from Dell.  …read more
Source: FULL ARTICLE at Forbes Latest

Dell Shareholders Should Take This Deal

By Sean Williams, The Motley Fool

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I’ve always said investing takes a blend of skill and luck. Luck definitely shone in my favor in November when I picked up shares of PC-maker Dell the day after it reported third-quarter results that had Wall Street running for the hills.

In that report, investors saw a company that was in the midst of a very long transformation that was going to struggle with declining PC-sales as it pushed into information technology. What I saw was a company capable of producing billions in annual cash flow that already boasted a large net cash position, and that could be a potential takeover target. Little did I know how lucky I would be, because a few months later that takeover chatter would become a reality.

Three’s company
The initial deal offered by Silver Lake Partners for $13.65 per share didn’t sit too well with Dell’s largest shareholders — Southeastern Asset Management and T. Rowe Price Group , which together own 12.9% of all outstanding shares — and prompted activist investor Carl Icahn to make a sizable investment that led to the confidential opening of Dell’s books. Large shareholders criticized the deal for valuing Dell too cheaply with Icahn originally demanding Dell go into debt to pay out a $9 special dividend if the deal fell through. That all changed on Friday.

With three bids effectively on the table now — $13.65 from Silver Lake Partners, a minimum $14.25 per share offer from Blackstone Group , and an offer from Carl Icahn and Icahn Enterprises to purchase 58% of outstanding shares at $15 — things are about to get interesting. When all is said and done, one deal stands out to me, a Dell shareholder, as a clear winner.

Why the Silver Lake deal is yesterday’s news
The Silver Lake deal is essentially dead after these two competing bids emerged on Friday. Unless Silver Lake wishes to boost its bid — which could be more difficult now that Dell lowered its fiscal profit down to $3 billion for the year — or Michael Dell wants to dig more deeply into his own pockets (which seems very unlikely given that he was already utilizing his 16% stake in the company to finance the deal), then it’s as good as dead.

I think Icahn? Actually, I think not…
Carl Icahn‘s deal is intriguing from a shareholder perspective as it, on paper, appears to net the highest dollar amount per share, although we don’t yet know how high the Blackstone Group bid is willing to go. However, Carl Icahn‘s bid will only be for 58% of the company, exposing the remaining 42% to the public effects of a reduced earnings forecast and a discerning public eye that has been displeased with the pace of Dell’s turnaround.

This is the deal that makes sense
As a Dell shareholder, the Blackstone offer makes the most sense of all — and I feel …read more
Source: FULL ARTICLE at DailyFinance

Michael Dell Likely to Face Competition in Taking Company Private

By David Schepp

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Kimihiro Hoshino/AFP/Getty Images Dell Chairman and CEO Michael Dell delivers a keynote at the Moscone Center in San Francisco in 2011. A report suggests Dell may face competition in his effort to take over the computer maker he founded in 1984.

Michael Dell may face some competition in his effort to take over the computer maker he founded.

The Wall Street Journal reported on its website Saturday that buyout specialist Blackstone Group and activist investor Carl Icahn have both notified a special committee of Dell Inc.’s (DELL) board that they are working on bids for the company.

Michael Dell and a group of investors announced their bid, valued at $24.4 billion, in early February. The Round Rock, Texas, company’s board then set a 45-day period to allow for offers that might top that bid. That period expired Friday.

The Journal, citing unnamed sources, reported that the notification will allow Blackstone and Icahn four more days to develop their offers.

A Dell representative declined comment on the report. Blackstone and Icahn representatives didn’t immediately return calls from The Associated Press seeking comment.

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Icahn and other investors have criticized the $13.65 a share offer from the Michael Dell group as being too low. Several buyout scenarios tying Blackstone to Dell have been leaked to the media this week. Dell shares closed Friday at $14.14, an indication that investors expected to see a higher bid. Some analysts have predicted Dell ultimately will be sold for $15 to $16 a share.

Southeastern Asset Management, Dell’s second largest shareholder after Michael Dell, has asserted the company is worth closer to $24 a share.

For its part, the four-member board committee maintains it’s selling Dell at a fair price, one that reflects the dimming prospects for the PC industry as more technology spending shifts to smartphones and tablet computers.

Dell, the world’s third-largest PC maker, has said Friday’s deadline for competing offers could be extended if its board believes other suitors would benefit from more time to examine Dell’s books and hash out other details.

The company has promised to provide extensive details about the sales process in regulatory documents that are supposed to be filed next week.

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Source: FULL ARTICLE at DailyFinance

Might Former HP CEO Mark Hurd End Up Running Dell?

By The Associated Press

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Justin Sullivan/Getty Images Blackstone Group reportedly has been courting former HP CEO Mark Hurd to run Dell should Blackstone succeed in its bid to take the ailing computer maker private.

By MICHAEL LIEDTKE

SAN FRANCISCO — Is Michael Dell‘s attempt to gain more control over his company about to turn into a financial tug-of-war?

The answer could come Friday. That’s the end of a 45-day period that Dell Inc.’s board of directors set to allow for offers that might top a Feb. 5 deal to sell the personal computer maker to CEO Michael Dell and a group of investors for $24.4 billion.

With the deadline looming, buyout specialist Blackstone Group is emerging as the most likely candidate to trump the current bid of $13.65 a share.

Blackstone is so intrigued with the prospect of owning Dell that the firm has been courting former Hewlett-Packard Co. (HPQ) CEO Mark Hurd to run Dell if it decides to mount a hostile takeover attempt, according to a person familiar with the situation. The person asked not to be identified because the discussions between Blackstone and Hurd are considered confidential.

Several other buyout scenarios tying Blackstone to Dell have been leaked to the media this week, another indication that the New York firm is mulling a bid that could scuttle the debt-laden deal that the company reached with Michael Dell and Silver Lake Partners.

Dell Inc. (DELL) says Friday’s deadline for competing offers could be extended if its board believes other suitors would benefit from more time to examine Dell’s books and hash out other details. The company, which is based in Round Rock, Texas, has promised to provide extensive details about the sales process in regulatory documents that are supposed to be filed next week.

Many investors are convinced a higher bid is in the works. That’s why Dell’s stock price has remained above $14 for the past two weeks. The shares fell 19 cents Thursday to close at $14.14. Some analysts have even predicted Dell ultimately will be sold for $15 to $16 a share.

Southeastern Asset Management, Dell’s second largest shareholder after Michael Dell, has asserted the company is worth closer to $24 a share.

For its part, the four-member board committee that negotiated the current deal maintains it’s selling Dell at a fair price, one that reflects the dimming prospects for the PC industry as more technology spending shifts to smartphones and tablet computers.

The upheaval is siphoning revenue away from both Dell, the world’s third largest PC maker, and HP, the top PC maker. Both companies are trying to adapt by making more tablets and diversifying into more profitable areas of technology, such as business software, data analytics and storage.

The rivalry between Dell and HP makes …read more
Source: FULL ARTICLE at DailyFinance

Dell's Latest Surprise

By Chris Hill, The Motley Fool

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The following video is from Monday’s MarketFoolery podcast, in which host Chris Hill and analysts Ron Gross and Jason Moser discuss the top business and investing stories of the day.

Activist investor Carl Icahn has signed a confidentiality agreement with Dell that will allow Icahn to look at Dell’s financials. Icahn had proposed an alternative to Dell’s plan to go private. Icahn is Dell’s third-largest shareholder, behind Michael Dell and Southeastern Asset Management, which also opposes Dell’s go-private deal. In this installment of MarketFoolery, our analysts discuss what the latest developments mean for investors.

Dell isn’t the only one struggling in this industry. The massive wave of mobile computing has done much to unseat the major players in the PC market, including venerable technology names such as Hewlett-Packard. However, HP‘s rapidly shifting its strategy under the new leadership of CEO Meg Whitman. But does this make HP one of the least-appreciated turnaround stories on the market, or is this a minor blip on its road to irrelevance? The Motley Fool’s technology analyst details exactly what investors need to know about HP in our new premium research report. Just click here now to get your copy today.

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Source: FULL ARTICLE at DailyFinance

Dell Hits $14; Southeastern Letter Seeks Books And Records

By Eric Savitz, Forbes Staff

Dell shares continue to inch higher, as Southeastern Asset Management continues to press its view that the pending $13.65-a-share buyout bid from founder Michael Dell and investment firm Silver Lake is too low. This morning, Southeastern disclosed a new letter to the the Dell board requesting access to the company’s books and records, largely to make it easier for Southeastern – the largest outside holder in Dell shares – with other shareholders. …read more
Source: FULL ARTICLE at Forbes Latest

Is Michael Dell Really Trying To Pull A Fast One On Investors?

By Eric Savitz, Forbes Staff

As many had suspected they might, the investment firm Southeastern Asset Management today disclosed in an SEC filing that it plans to vote against Dell’s proposed $13.65 a share, $24.4 billion leveraged buyout of the company by founder Michael Dell and private equity firm Silver Lake. Given that Southeastern holds 8.5% of the stock – that’s actually one percentage point more than previously disclosed – and the fact that the LBO included a provision that the deal be approved by a majority of the holders aside from Michael Dell and other insiders, the move raises the interesting possibility that the bidders will either be voted down or forced to increase their offer. …read more
Source: FULL ARTICLE at Forbes Latest