Factbox: Shareholder opposition to Dell buyout plan

Thu Mar 7, 2013 3:39pm EST

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(Reuters) - Dell Chief Executive Michael Dell has partnered with private equity house Silver Lake and Microsoft Corp in a $24.4 billion deal to buy the world's No. 3 personal computer maker, which he founded in a college dorm room in 1984.

Dell has offered $13.65 a share to take the company private in what would be the biggest leveraged buyout since the financial crisis.

But since the proposal was announced on February 5, several shareholders have said they are opposed to the buyout, including activist investor Carl Icahn. In a letter dated March 5, he instead proposed a leveraged recapitalization that would include a $15.7 billion special dividend payout.

Dell has said shareholders will vote in June or early July.

Michael Dell owns 14.14 percent of the company. Dell has entered a voting agreement with trusts that own shares for his wife and children giving him control of a 15.88 percent total stake. For the buyout to be approved, shareholders representing a minimum 50 percent plus one share of the stock not controlled by Michael Dell must vote in favor.

Following is a list of shareholders that have said they oppose the proposal, based on Thomson Reuters data and stories, unless otherwise stated:

No. of Shares Percent

TOTAL OUTSTANDING SHARES 1,738,661,459 100

Shares controlled by Michael Dell 276,105,798 16

Others 1,462,555,661 84

SHAREHOLDERS AGAINST No. of Shares Percent

of shares

to be voted+

Southeastern Asset Management 121,612,358 8.32

T. Rowe Price Associates 82,129,627 5.62

Harris Associates 28,739,667 1.97

Yacktman Asset Management 14,912,159 1.02

Pzena Investment Management 12,677,923 0.87

Alpine Capital Research 2,000,000 0.14

Schneider Capital Management 350,000 0.02

Icahn Enterprises L.P. 100,000,000* 6.84*

Total against (excluding Icahn) 262,421,734 17.94

Total against (including Icahn) 362,421,734* 24.78*

Needed to defeat go-private deal 731,277,831 50.00

+ Percentage of Dell shares excluding stock controlled by Michael Dell

* Icahn wrote on March 5 that Icahn Enterprises was a "substantial" holder of Dell shares. He did not disclose how many shares it owned. CNBC reported on March 6, citing unidentified sources, that Icahn had built a stake of around 100 million shares, representing 6 percent of the company.

Source: Thomson Reuters data and stories

(Compiled by Robin Paxton and Aaron Pressman; Editing by Grant McCool)

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