Dell's special committee defends sale of company

Wed Mar 6, 2013 3:22pm EST

A Dell Latitude D430 laptop computer is seen in New York August 26, 2008. REUTERS/Brendan McDermid

A Dell Latitude D430 laptop computer is seen in New York August 26, 2008.

Credit: Reuters/Brendan McDermid

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(Reuters) - A special committee of Dell Inc's board of directors said the pending sale of the PC maker was the best alternative for shareholders, despite opposition from its largest outside shareholder.

The committee, which had been analyzing Dell's situation for more than five months, said in a statement on Wednesday that it had "negotiated aggressively" to ensure shareholders got the best possible value in agreeing to founder Michael Dell's $13.65 per share offer to take the company private.

Other alternatives the special committee said it looked at besides a sale included a leverage recapitalization, changing the dividend policy, selling parts of the business and working with the company's current business plan.

The committee said that investment bank Evercore is still soliciting potential alternative proposals in a process that ends March 22.

Michael Dell said in February he had struck a deal to take Dell private, partnering with private equity firm Silver Lake and Microsoft Corp. The goal is to facilitate Dell's difficult transition from a commodity maker of computers into a provider of services to enterprises as a private company, away from Wall Street's scrutiny.

But since the deal was announced, a steady stream of investors have said the price was too low.

On Tuesday, Dell's largest external shareholder, Southeastern Asset Management, demanded that Dell open its books, signaling it could become more active in opposing the offer.

Shareholders representing almost 14 percent of Dell shares, led by Southeastern with a stake of more than 8 percent, including options, have said they will vote against the proposed buyout. No. 3 shareholder T. Rowe Price has also spoken out against the deal.

(Reporting By Liana B. Baker; Editing by Gerald E. McCormick and Grant McCool)

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