April 9 Southeastern Asset Management, the
activist investor that owns 8.4 percent of Dell Inc,
said on Tuesday the computer maker's evaluation of a $24.4
billion leveraged buyout deal with its founder and buyout firm
Silver Lake was flawed.
Southeastern published a letter it sent to Dell's board of
directors asserting the company's March 29 proxy statement fails
to make a compelling case for shareholders to accept the $13.65
per share offer from Michael Dell and Silver Lake. The letter
says Dell's special committee did not properly explore all
Citing excerpts from Dell's proxy statement, Southeastern
said the company did not properly explain why it did not
entertain a buyout offer that would allow shareholders to elect
whether they wanted to be paid in cash or stock. It urged Dell's
special committee to negotiate now "in good faith."
Dell has received two alternative buyout proposals from
Blackstone Group LP and billionaire investor Carl Icahn
that Dell has said could ultimately be expected to result in
superior offers. Still, the computer maker has recommended
accepting the offer on the table from Michael Dell and Silver
Southeastern Asset Management, the company's largest
shareholder after Michael Dell, has been a staunch opponent of
the founder's buyout offer.
Dell was regarded as a model of innovation as recently as
the early 2000s, pioneering online ordering of custom-configured
PCs and working closely with Asian component suppliers and
manufacturers to assure rock-bottom production costs.
But as of 2012's fourth quarter, Dell's share of the global
PC market had slipped to just above 10 percent from 12.5 percent
a year earlier, according to research house IDC.