Dell Buyout Heading for Shareholder Vote

Shareholders will soon get their say on Dell’s (NASDAQ:DELL) proposed $24.4 billion acquisition by founder Michael Dell and Silver Lake Partners, as the PC maker scheduled a shareholder meeting on July 18.

Dell said Friday in a letter to shareholders that its special committee, which was formed after the    company’s founder and CEO indicated he was considering a takeover bid, evaluated all strategic alternatives and “considered the merits and feasibility of a leveraged recapitalization” before concluding that a sale to Michael Dell and Silver Lake is the best course.

The company also emphasized that the sale process was “rigorous,” citing “six price increases delivering $4 billion of additional value to Dell stockholders, as well as an extraordinarily open ‘go shop’ process that allowed all interested bidders to enter the process.”

During the go-shop, 21 strategic and 52 financial buyers were contacted and several parties conducted diligence, Dell said.

In February, Michael Dell and Silver Lake agreed to buy out shareholders for $13.65 a share.

Carl Icahn and Southeastern earlier this month made an alternative proposal that would have given Dell shareholders the option to keep holding stock in the company and take an additional $12 a share in cash or stock. That proposal would cost more than $21 billion.

Dell reiterated in its letter that it believes the Michael Dell-led buyout is the best option for shareholders, urging them to vote in favor of the deal. It said the pending transaction “offers certainty and a very material premium over pre-announcement trading prices” in a “challenging business environment.”

“We are fully convinced that this significant, immediate and certain premium is superior to owning Dell as a stand-alone entity today—with or without a leveraged recapitalization—as well as to the other strategic and financial alternatives potentially available,” the company said.

Shares were trading six cents higher at $13.34 in early morning trading.