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

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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

Business, Finance, Occupation & Industry

Dell Special Committee Addresses Icahn Request for Expense Reimbursement

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By Business Wirevia The Motley Fool

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Dell Special Committee Addresses Icahn Request for Expense Reimbursement

ROUND ROCK, Texas–(BUSINESS WIRE)– The Special Committee of the Board of Directors of Dell Inc. (NAS: DELL) today sent a letter to Carl Icahn addressing his request for expense reimbursement in connection with the alternative transaction he has proposed to the definitive merger agreement between the company and entities owned by Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, and investment funds affiliated with Silver Lake Partners.

The letter follows:

April 5, 2013

Mr. Carl C. Icahn
Icahn Enterprises, L.P.
767 Fifth Avenue, 47th Floor
New York, NY 10153

Expense Reimbursement

Dear Mr. Icahn:

This is in response to your request to the Special Committee of the Board of Directors (the “Special Committee“) of Dell Inc. (“Dell” or the “Company“) that Dell reimburse you for your expenses in pursuing a potential transaction involving the Company.

The Committee has carefully established an open and thorough process intended to result in a sale of Dell on the best available price and terms. We have welcomed your participation in that process, which has resulted in your submission of a proposal that the Committee has determined could reasonably be expected to result in a “Superior Proposal” within the meaning of Dell’s merger agreement with affiliates of Silver Lake Partners and Michael Dell. We encourage your continuing participation in our process, and hope that you will in fact submit a proposal we can determine to be superior to the currently pending merger.

At the same time, however, you have threatened the Company’s directors with “years of litigation” and a proxy fight if they do not conduct the transaction process in the manner you prefer. You have also sought a special waiver of Delaware’s business combination statute not only to facilitate your acquisition proposal within our process, but also your ability to contest that process and to pursue your goals outside of it.

We are willing to provide you with the same expense reimbursement that has been made available to the other two bidders if you will commit contractually to work within our process, but we are not prepared to do so as long as you, unlike them, reserve the right (and continue the threat) to subvert it with a proxy fight, litigation and other tactics that would prolong the instability and uncertainty facing the company. Our …read more

Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Annaly Commences Offer for CreXus Shares

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By Business Wirevia The Motley Fool

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Annaly Commences Offer for CreXus Shares

NEW YORK–(BUSINESS WIRE)– Annaly Capital Management, Inc. (NYS: NLY) (“Annaly”) announced today that, through a newly formed subsidiary, CXS Acquisition Corporation (“Acquisition”), it has commenced an offer (the “Offer”) to purchase all the shares of CreXus Investment Corp. (NYS: CXS) (“CreXus”) that Annaly does not already own for a price per share of $13.00 plus a sum approximating a prorated portion of the dividend the tendering stockholder would have received with regard to the quarter during which the offer expires, in cash net to the seller, but subject to any required withholding tax. The Offer will expire at 5:00 p.m. New York City time on April 16, 2013, unless it is extended.

The Board of Directors of CreXus, acting in accordance with a unanimous recommendation by a Special Committee of that Board consisting entirely of directors who are independent and are not employees or affiliates of Annaly or any of its subsidiaries (including the Annaly subsidiary that manages CreXus, FIDAC), unanimously (with the two directors who are employees of Annaly not present or voting) determined to recommend that the CreXus stockholders, other than Annaly and its subsidiaries, tender their shares in response to the Offer.

The Offer is being made pursuant to a previously announced Agreement and Plan of Merger dated as of January 30, 2013, among Annaly, Acquisition and CreXus. Under that Agreement and Plan of Merger, Acquisition will not be permitted to accept the shares that are tendered in response to the Offer unless they include at least 51% of the shares that are not owned by Annaly or any of its subsidiaries, or by officers or directors of Annaly, CreXus or FIDAC. If that condition is satisfied and Acquisition purchases the shares that are properly tendered and not withdrawn, Acquisition will subsequently be merged into CreXus (the “Merger”) in a transaction in which Annaly will become the sole stockholder of CreXus and the persons who are stockholders of CreXus immediately before the Merger will receive the same amount per share they would have received if they had tendered their CreXus stock in response to the Offer.

The payment in lieu of a dividend will be based on the dividend paid with regard to the calendar quarter immediately before the calendar quarter during which the Offer expires. CreXus has declared a dividend of $0.25 per share with regard to the first quarter of 2013 payable to holders of record on March 28, 2013. Therefore, if the expiration date of the …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Cohen Milstein Sellers & Toll PLLC Announces the Investigation of Poseidon Concepts Corp.

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By Business Wirevia The Motley Fool

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Cohen Milstein Sellers & Toll PLLC Announces the Investigation of Poseidon Concepts Corp.

WASHINGTON–(BUSINESS WIRE)– Cohen Milstein Sellers & Toll PLLC is conducting an investigation to determine whether Poseidon Concepts Corp. (“Poseidon” or the “Company”) and certain of its officers and directors made false and misleading statements and/or omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

Several class action lawsuits were filed in the U.S. District Court for the Southern District of New York by other law firms on behalf of purchasers of the publically traded common stock of Poseidon between May 9, 2012 and February 14, 2013, inclusive (the “Class Period”).

The complaints allege that Poseidon and certain of its officers and directors (“Defendants”) issued false and misleading statements and omitted material information concerning the Company’s business prospects, financial performance, and true financial condition.

On December 27, 2012, Poseidon suspended its dividend payments and formed a Special Committee to “review and address various issues arising from the recent write-off of certain accounts receivable and the evolving business plan of the Company.”

On February 14, 2013, Poseidon announced the results of the Special Committee investigation, reporting that it would have to restate its results for the first three quarters of 2012. The Committee found that approximately $95 million to $106 million of the $148.1 million in revenue the Company had reported for the first three quarters of 2012 “should not have been recorded as revenue,” and additionally found that approximately $94 million to $102 million of the Company’s reported accounts receivable at September 30, 2012 “should not have been recorded” as such. The price of Poseidon shares fell from $0.89 to $0.28 on February 14.

Cohen Milstein encourages all investors who purchased Poseidon common stock in the United States on the OTC market (OTC: POOSF) between May 9, 2012 and February 14, 2013, or former employees with information concerning this matter, to contact the firm.

If you purchased Poseidon shares in the United States on the OTC market and would like to discuss your right to recover for your economic loss, you may, without any cost or obligation, call Cohen Milstein‘s Managing Partner, Steven J. Toll at (888) 240-0775 or (202) 408-4600, or email him at stoll@cohenmilstein.com. If you wish to serve as lead plaintiff, you must move the Court no later than April 24, 2013 to request that the Court appoint you as lead plaintiff. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. To be appointed lead plaintiff, the Court must decide that …read more
Source: FULL ARTICLE at DailyFinance

Business, Finance, Occupation & Industry

Dell Special Committee Issues Statement Regarding Its Evaluation of Strategic Alternatives

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By Business Wirevia The Motley Fool

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Dell Special Committee Issues Statement Regarding Its Evaluation of Strategic Alternatives

ROUND ROCK, Texas–(BUSINESS WIRE)– The Special Committee of Dell’s Board of Directors today issued the following statement regarding its evaluation of Dell’s (NAS: DELL) strategic alternatives:

“The Special Committee, consisting solely of independent directors and working with our independent legal and financial advisors, undertook a rigorous process, over a period of more than five months, to evaluate Dell’s current risks, opportunities and strategic alternatives. The alternatives included continuing with or modifying the Company’s existing business plan, conducting a leveraged recapitalization, changing the dividend policy, and potentially selling all or parts of the business.

“As a result of that process, the Special Committee unanimously determined that the sale of the Company would be the best alternative for stockholders. We negotiated aggressively to ensure that stockholders received the best possible value and agreed to a $13.65 per share transaction that provides value certainty at a 37% premium above the average price for the 90 days before rumors regarding the transaction surfaced.

“We further insisted on a number of important provisions in the transaction to protect and maximize value for stockholders. These include a low break-up fee and a robust go-shop process under a fee structure that incentivizes our financial advisor, Evercore, to find a superior deal if one exists. Evercore is actively soliciting potential alternative proposals now in a process that concludes March 22, and we will continue negotiations past that date if a potentially superior proposal emerges. We also insisted on a requirement that holders of a majority of the shares not held by Mr. Dell or members of management approve the transaction before it can be completed.

“The Special Committee has worked hard, and continues to work hard, to produce the best outcome for Dell’s shareholders.”

…read more
Source: FULL ARTICLE at DailyFinance

Media Contacts for the Special Committee:
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
Business, Finance, Occupation & Industry

Dell Buyout Finally Arrives: Takeunder M&A for Many Holders

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By 24/7 Wall St.

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Dell HQDell Inc. (NASDAQ: DELL) has finally announced that it has signed a definitive merger agreement under which founding CEO Michael Dell will acquire the company in partnership with global technology investment firm Silver Lake Partners. Dell stockholders will receive $13.65 in cash per share of Dell. The total transaction is being valued at approximately $24.4 billion.

Investors will be happy if they bought shares during the weakest part of the past few months. Other than that, this management buyout is effectively a “takeunder” rather than a takeover for many Dell shareholders. Dell does maintain that this represents a premium of 25% over Dell’s closing share price of $10.88 on January 11, 2013, as the last trading day before rumors of a possible going-private transaction were first published. It is also listed as a premium of about 35% over Dell’s enterprise value on the same date. As far as the premium for the longer near-term, this represents a 37% premium over the average closing share price during the previous 90 calendar days prior to January 11, 2013.

The Dell board of directors unanimously approved a merger agreement under which Michael Dell and Silver Lake Partners will acquire Dell and take the company private, subject to a number of conditions. A vote of the unaffiliated stockholders is one condition. Dell’s merger agreement provides for a so-called 45-day “go-shop” period, allowing the Special Committee, along with Evercore Partners, to “actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals.”

The transaction is amazingly not subject to financing conditions. The financing will come through a combination of cash and equity contributed by Mr. Dell’s 14% stake as of now, cash funded by investment funds affiliated with Silver Lake Partners, cash invested by MSD Capital, a $2 billion loan from Microsoft Corp. (NASDAQ: MSFT), rollover of existing debt, as well as debt financing that has been committed by BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets, and cash on hand.

A successful competing bidder who makes a qualifying proposal during the initial go-shop period would bear a $180 million (less than 1%) termination fee. For a competing bidder who did not qualify during the initial go-shop period, the termination fee would be $450 million.

This deal has been in the works for about three weeks now, and it really started last year, if you read into the press release. Dell shares are up less than 1% at $13.39 on the deal and its 52-week trading range is $8.69 to $18.36.

Filed under: 24/7 Wall St. Wire, Active Trader, Consumer Electronics, Mergers & Acquisitions, Mergers and Buy Outs, PC Companies, Private Equity, Technology, Technology Companies Tagged: DELL, MSFT

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Source: FULL ARTICLE at DailyFinance

Articles of Interest

Video: Obama Lied, Americans Died

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By Kris Zane

Part 2 of Western Journalism’s video series on the Obama Administration’s and Senate’s Report on the attack on the Benghazi consulate. Click here for Part 1.

The Obama Administration’s “Benghazi Accountability Report” was a sham that didn’t actually answer any questions; didn’t address why four Americans were left to die; didn’t address the entire “protest turned violent” over an anti-Muslim video lie, or where exactly Obama supposedly got this information; and, despite the term “accountability” in the report, didn’t actually hold anyone accountable.

The Senate’s Report, “Flashing Red: A Special Report on the Terrorist Attack at Benghazi,” shows that there was no evidence of a “protest turned violent” over an anti-Muslim video; shows that Obama left Americans to die while he twiddled his thumbs; and actually answers many questions regarding exactly what occurred on September 11.

But it doesn’t go far enough.

Congressman Frank R. Wolf, along with over twenty-five co-sponsors in the House of Representatives, have introduced House Resolution 824 to create a Special Committee to conduct a real investigation into the attack on the Benghazi consulate in order to find out what really happened in Benghazi and what  Barack Hussein Obama is hiding.

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Source: FULL ARTICLE at Western Journalism