Aug 1 The proposal by Michael Dell and Silver
Lake to buy out and take private the world's No. 3 PC maker,
Dell Inc, for $24.4 billion will be put to the test on
Friday, when shareholders gather for a third time in Texas to
cast their votes.
Partnering with private equity house Silver Lake and
Microsoft Corp, Michael Dell is offering $13.65 a share
to take private the company he founded in a college dorm room in
1984 in what would be the biggest leveraged buyout since the
The vote is expected to be close following disgruntlement
among larger shareholders who say his offer undervalues the
company. Major shareholder Southeastern Asset Management has
teamed up with billionaire investor Carl Icahn to lead a charge
against the deal with an offer of their own.
Sources say that, with the outcome increasingly uncertain,
Dell's board might postpone the vote, but no firm decision as
Here are several of the major events that have transpired in
the months-long battle that followed almost half a year of
Feb. 5 - Michael Dell and Silver Lake's buyout offer is
announced and a 45-day "go shop" period commences during which a
special board committee solicits rival offers.
In all, Dell contacts 67 parties.
Feb 8 - Opposition from major shareholders grows on the
perception the $13.65 a share Michael Dell and Silver Lake offer
undervalues the company. By the end of the week, some of the
largest shareholders - Southeastern Asset Management, Harris
Associates LP and Yacktman Asset Management and Pzena Asset
Management - express opposition to the deal.
March 5 - Icahn informs Dell's board he is a substantial
shareholder, later revealing he owns $1 billion in stock.
March 7 - Icahn demands that Dell pay $9 a share in special
dividends and combine its annual shareholders meeting with a
special meeting convened to vote on the CEO's buyout offer. He
threatens a proxy fight and "years of litigation" if Dell
March 11 - Icahn gets a confidential look at Dell's books.
March 22 - Blackstone and Icahn Enterprises send separate
proposals to the special committee. Blackstone, which teamed up
with Francisco partners and Insight Venture partners, offers
over $14.25 per share for the entire company.
Icahn offers about $15 per share for 58 percent, the first
of several counter-offers designed to give shareholders an
alternative to Michael Dell's bid.
Under both proposals, Dell would remain a public company.
March 25 - Icahn starts initial talks with Blackstone,
opening the door to an alliance with the private equity firm.
Around this time, sources with knowledge of the various
discussions taking place say both opposing parties are talking
with potential CEO candidates to replace Michael Dell in the
event their bids succeed.
March 29 - Dell warns it will be dangerous to take on a lot
of debt and remain public, calling the Blackstone and Icahn
offers fraught with risk.
April 5 - Blackstone Group makes plans to begin an in-depth
analysis of the company. Dell's special committee says it will
give Icahn the same expense reimbursement available to the other
two bidders if he does not threaten or embark on a proxy fight.
April 9 - Southeastern Asset Management issues an open
letter arguing the company's proxy statement fails to make a
compelling case for accepting the Michael Dell-Silver Lake
offer. It casts doubt on the integrity of the filing, saying:
"The board's sudden rush to sell is triggered by one thing: Mr.
Dell's desire to buy."
April 16 - Dell strikes a deal with Icahn to limit his
investment in the company. They agree he will not make purchases
that boost his stake to over 10 percent of Dell's shares, or
sign deals with other shareholders who, together with Icahn
entities, would collectively own more than 15 percent.
April 19 - Blackstone withdraws from Dell buyout process,
citing a "rapidly eroding financial profile" and an
unprecedented 14 percent market decline in PC volume. Dell
shares fall to a two-month low of $13.40.
April 24 - Several of the Oakmark Funds sell Dell shares
after Blackstone ends its pursuit of the computer maker.
April 29 - Venture capitalist James Breyer plans retirement
from Dell board.
May 6 - Dell acquires cloud-management company Enstratius.
May 10 - Icahn and Southeastern Asset Management propose a
deal that gives shareholders $12 in cash for every share they
own, as well as allow them to keep their stock.
May 13 - Icahn and Southeastern unveil candidates for a new
board. The proposed alternate board includes Bernard Lanigan
Jr., chief executive of Southeast Asset Advisors; Rahul
Merchant, New York City's chief information officer; Jonathan
Christodoro, managing director of Icahn Capital; Daniel
Ninivaggi, Icahn Enterprises President; and Harry Debes,
operating partner with buyout firm Advent International Corp.
May 16 - Dell reports a 79 percent slide in fiscal first
quarter profit as personal computer sales continue to shrink.
June 5 - Dell's special board committee says Icahn is almost
$4 billion short of the cash needed to fund his proposal for a
$12-per-share special dividend. Continues to recommend buyout
offer from Michael Dell and Silver Lake.
June 18 - Icahn reveals he is now the company's largest
external shareholder, with Southeastern selling nearly $1
billion of its stock to him at $13.52 a share. He now proposes
that Dell commence a tender offer for about 1.1 billion Dell
shares at $14 apiece.
Icahn also lays out his plan to finance his deal, including
offering $2 billion from himself and affiliates if needed.
June 21 - Michael Dell, in a regulatory filing, says he
opposes any leveraged recapitalization and calls for
shareholders to support his proposal.
July 3 - Several large shareholders, who collectively own
more than 5 percent of the company, urge the board to draw up a
contingency plan in case the buyout fails.
July 8 - Major proxy firms, including ISS, recommend that
shareholders accept Michael Dell's offer, boosting his position.
July 10 - Icahn urges shareholders to vote against the
buyout and suggests they pursue in court their legal right to an
appraisal of the fair value of the shares.
July 12 - Icahn and Southeastern Asset Management raise
their bid for Dell by adding a warrant they say would value each
share at between $15.50 and $18, up from $14.
July 16 - Dell considers delaying its July 18 shareholder
meeting because the vote might be too close to call, a person
familiar with the situation tells Reuters.
July 24 - A second shareholder meeting on the buyout is
adjourned. Michael Dell raises his bid by 10 cents to $13.75 a
share, but adds a controversial requirement that a majority of
votes cast be enough to seal the deal. Currently, all votes need
to be considered and votes that are not cast are counted as a
July 31 - The special committee rejects Michael Dell's
demand, but says it is willing to move forward the vote's record
date, which determines eligibility.
Aug 1 - Icahn files a lawsuit against the company and its
board in Delaware. In particular, he asks the court to prevent
any substantial voting requirement changes, including changing
the record date, and reject Michael Dell's requirement that
absentee or non-votes be discounted.