Dell Files Proxy Materials, Recommends Vote For Michael Dell’s Deal

Dell Files Proxy Materials, Recommends Vote For Michael Dell’s Deal
By mikeandryan [CC BY 2.0], via Wikimedia Commons

The Dell Inc saga has another chapter this morning, this time in the form of definitive proxy materials that the company has filed with the Securities and Exchange Commission. The company said it will hold a special meeting July 18 and that it is recommending that shareholders vote for the original go-private buyout offer from company founder Michael Dell and private equity firm Silver Lake.

Dell Files Proxy Materials, Recommends Vote For Michael Dell's Deal

Dell’s Letter To Shareholders

The struggling PC maker also sent a letter to shareholders, which is dated today. It informs shareholders of the company’s proxy statement filing in connection with Mr. Dell and Silver Lake Partner’s proposed acquisition at $13.65 per share.

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The letter states that shareholders will be asked to vote on the deal at the July 18 meeting. It also emphasizes that Dell Inc “independent directors unanimously recommend” that they approve the go-private deal from Mr. Dell by voting for it.

Dell Investors Sue Over Mr. Dell’s Offer

On Thursday Bloomberg reporters Laurel Brubaker Calkins and Jef Feeley reported that shareholders of Dell Inc sued the company in Texas in an attempt to stop Mr. Dell’s offer. The suit is being led by the Mid-South Iron Workers Pension Fund, and it claims that the $24.4 billion go-proviate offer is underpriced.

Dell’s letter to shareholders dated today makes no specific mention of the other deal on the table—the one from Carl Icahn and Southeastern Asset Management. The lawsuit filed on Thursday measures the go-private offer against Icahn’s offer, saying essentially that Icahn’s offer is better. A similar lawsuit was also filed in Delaware in February.

Thursday’s suit said the go-private offer is actually a 27 percent discount from the PC maker’s 2012 share price rather than the 25 percent premium Mr. Dell says it is. The 25 percent premium is related to the company’s last share price before rumors about the deal surfaced.

The company’s letter to shareholders today also mentions another percentage—a 37 percent premium to the company’s 90-day average price.

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