Dell buyout gets a key endorsement from ISS
A top proxy advisory firm is recommending that聽Dell聽shareholders vote in favor of a Dell buyout that would allow the company's founder and an investment firm to buy the computer maker and take it private.
Michael聽Dell聽and Silver Lake Partners have offered to buy Round Rock, Texas-based聽Dell聽Inc. for $13.65 per share, or a total of $24.4 billion. Michael聽Dell聽believes he can turn the company around by taking it private and diversifying into niches, such as business software, data storage and consulting.
But Carl Icahn, a billionaire investor and聽Dell's聽second-largest shareholder, says he wants聽Dell聽to remain publicly traded and boost value for shareholders by buying back $16 billion in stock.
The company has backed Michael聽Dell's聽proposal and said that Icahn doesn't have adequate financing for his plan. Shareholders will vote on the聽buyout聽offer at the company's annual meeting on July 18.
In its report, Institutional Shareholder Services pointed to the offer's hefty premium, about 26 percent over the company's share price before the offer became public, and the certainty that comes with an all-cash bid.
ISS said that if shareholders don't take the offer, they have to be willing to continue to hold shares in聽Dell聽as it continues to transform itself amid the risks of a still deteriorating personal computer industry.
The special committee of聽Dell's聽board evaluating the company's options said in a statement that it was pleased with the recommendation, noting that it believes not going forward with the sale would expose the company and its shareholders to "serious risks" that would further reduce the company's value.
Icahn said Sunday that he believes Michael聽Dell聽is trying to buy the company he founded at a "bargain price." He reiterated the benefits of his alternate proposal, which would involve the repurchase of up to 1.1 billion聽Dell聽shares at $14 apiece.
Icahn's plan would be funded with $5.2 billion in debt, $7.5 billion in聽Dell聽cash and $2.9 billion from the sale of聽Dell聽receivables. Icahn has said he and his affiliates have $5 billion in existing equity and proposed debt financing to help fund their proposal.
Dell聽shares rose 38 cents, or 2.9 percent, to $13.40 in midday trading 鈥� a quarter below the offer price of $13.65.
