Dell Inc. (NASDAQ:DELL) shareholders Carl Icahn and Southeastern Asset Management have made a new joint buyout offer for the struggling PC maker. The offer would keep the company public and is worth $24.4 billion. It’s Icahn’s latest effort to thwart the go-private attempt of the company’s founder Michael Dell that’s worth $13.65 per share to stockholders.
It was made via a letter to Dell’s board of directors and released in a filing with the Securities and Exchange Commission. The Wall Street Journal and contributor Steven Russolillo published the letter in its entirety. It states that Carl Icahn and Southeastern continue to believe that Mr. Dell’s go-private offer isn’t in shareholders’ best interests and that it undervalues the company.
The New Offer For Dell
The offer gives shareholders of Dell Inc. (NASDAQ:DELL) the option to continue holding their shares and take $12 per share more in cash or $12 in additional shares at a value of $1.65 per share. The letter to the board also states that Carl Icahn and Southeastern would opt for more shares rather than cash.
Financing would come from Dell’s existing cash plus $5.2 billion in new debt, but Icahn and Southeastern point out in their letter to the board that Mr. Dell’s go-private offer would give Dell Inc. (NASDAQ:DELL) an aggregate of about $16 billion in debt. The letter also states that Icahn and Southeastern would secure a bridge loan to ensure that the $5.2 billion of new debt would be available.
Carl Icahn, Southeastern Call Mr. Dell’s Offer “The Great Giveaway”
In the letter to Dell’s board, Icahn and Southeastern even go so far as to say that it’s “insulting to shareholders’ intelligence” for the board to go ahead with Mr. Dell’s offer at a price that they believe is “far below” what they believe the company to be worth.
“You not only sanctioned Michael Dell’s offer, which amazingly allows him to purchase the company from shareholders with their own money,” the letter states. “But, to add insult to injury, you have agreed to give Mr. Dell a break-up fee of up to $450 million.”
It questions why shareholders were not given the option to choose to either take the money offered by Mr. Dell or give them about the same amount of cash he offered but also enable them to keep profiting from the PC maker if it prospered.
The letter continues, “We believe the Board basically said ‘thank you Michael for offering to purchase the company with the shareholders’ own money at a bargain price and, by the way, if anyone dares to offer a higher value like our proposal and you don’t want to compete with it, have no fear because we will award you a break-up fee of up to $450 million.’”
Carl Icahn and Southeastern say in the letter that their bid is superior to the one offered by the company’s founder and that if the board still pushes the original offer through to a shareholder vote, they will “work assiduously” to convince all of the company’s shareholders to reject that offer.
They urge the company’s board to put their proposal in front of shareholders, “preferably” by calling it a “superior proposal” and proceeding in place of the go-private offer or otherwise by allowing shareholders to vote on the company’s fate.