Key Developments: Dell Inc (DELL.O)
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24 May 2013
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16,089,314
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$8.69
Latest Key Developments (Source: Significant Developments)
Dell Inc Committee Again Seeks More Info From Icahn On Takeover Bid-DJ
Dow Jones reported that Dell Inc's special committee sent another letter to activist investor Carl Icahn and Southeastern Asset Management Inc. seeking more information about their takeover proposal, reiterating that the committee can't engage in talks until determining the proposal to be credible. In a letter last week, the committee said it wasn't clear whether the offer is an actual acquisition proposal or an alternative that should be considered if Dell's pending $24.4 billion sale to Silver Lake Partners and founder Michael Dell isn't approved. On Monday, the committee again said that unless the board determines the alternative proposal reasonably could be expected to result in a superior proposal to its existing deal, it isn't permitted to provide information or engage in talks. Mr. Icahn and Southeastern proposed the alternative offer earlier this month, saying they propose giving Dell shareholders the option to keep holding stock in the company and take an additional $12 a share in cash or stock. The cash-or-stock dividend would cost more than $21 billion. If the board doesn't back their offer, Mr. Icahn and Southeastern said they would nominate new directors to replace Dell's current board, raising the prospect of a proxy fight. Full Article
Dell Inc Special Committee Requests Additional Information On Proposal From Carl Icahn And Southeastern Asset Management
Dell Inc announced that the Special Committee of the Board of Directors of the Company has sent a letter to Carl Icahn and Southeastern Asset Management, requesting additional information related to the proposed leveraged recapitalization transaction submitted to the Special Committee on May 9, 2013, as part of the Special Committee`s thorough review of the proposed transaction. Full Article
Carl Icahn, Southeastern Asset Management Inc Propose Alternative To Dell Inc Buyout-DJ
Dow Jones reported that Two of Dell Inc.'s stockholders, investor Carl Icahn and Southeastern Asset Management Inc., proposed an alternative offer to a $24.4 billion deal to buy out the Company's public stockholders. In a letter to Dell's board, Mr. Icahn and Southeastern said they propose giving Dell shareholders the option to keep holding stock in the Company, and take an additional $12 a share in cash or stock, according to a copy of the correspondence reviewed by The Wall Street Journal. Full Article
Dell Inc Announces Acquisition Of Enstratius
Dell Inc announced that the acquisition of Enstratius , cloud-management software and services provider that delivers single and multi-cloud management capabilities. Enstratius helps organizations manage applications across private, public and hybrid clouds, including automated application provisioning and scaling, application configuration management, usage governance, and cloud utilization monitoring. Terms of the transaction were not disclosed. Full Article
Blackstone Group LP Ending Pursuit Of Dell Inc-DJ
Dow Jones reported that Blackstone Group LP has ended its pursuit of Dell Inc, less than a month after the private-equity firm said it would try to top a leveraged buyout by the computer maker's founder and a rival private-equity firm. Blackstone had been putting together a bid for Dell to top the offer from founder Michael Dell and private-equity firm Silver Lake Partners. Blackstone's offer would have kept part of the Company in the hands of public shareholders. Blackstone had been in negotiations with Mr. Dell on whether he would roll into their deal the 16% of shares he and his affiliates control, as he is doing with Silver Lake. The two sides had several meetings, but it remained unclear if they could reach a deal that would leave Mr. Dell controlling the future of his namesake company, a condition he attached to rolling his stake. Full Article
Dell Inc Enters Into Agreement With Carl Icahn
Dell Inc announced that its Board of Directors, based on the recommendation of the Board`s Special Committee, has approved an agreement with Carl Icahn, under which Mr. Icahn and affiliated entities have agreed not to make purchases that would cause them to own more than 10% of Dell`s shares or enter into agreements with other shareholders who, together with the Icahn entities, would collectively own in excess of 15% of Dell`s shares. Dell has also granted the Icahn entities a limited waiver under Section 203 of the Delaware General Corporation Law which facilitates Mr. Icahn`s ability to engage with other Dell stockholders. Icahn Enterprises had notified Dell on March 14, 2013 of its filing for early termination of the waiting period under the HSR Act with the United States Department of Justice and the Federal Trade Commission for permission to acquire up to 25% of Dell`s outstanding shares. The Icahn request received HSR approval on April 10, 2013. The Special Committee believes that granting the limited waiver to Mr. Icahn while capping his share ownership will maximize the chances of eliciting a superior proposal from Mr. Icahn while at the same time protecting shareholders against potential accumulation of an unduly influential voting interest. The agreement with Mr. Icahn will expire upon the earliest of consummation of the Michael Dell/Silver Lake Partners transaction, consummation of a superior alternative transaction, or January 15, 2014. Full Article
Icahn Opens Door To Blackstone Group LP Tie-up On Dell Inc Bid-Reuters
Reuters reported that two of the most prominent U.S. investors could upset Michael Dell's $24.4 billion buyout bid for Dell Inc, after Carl Icahn opened the door to an alliance with Blackstone Group LP to wrest control of the computer maker from its founder. Icahn said on Monday he has started preliminary talks with Blackstone. Both sides have made bids that could be superior to the offer on the table from Michael Dell and private equity firm Silver Lake Partners LP. The backroom negotiations show how what started as a plan by Michael Dell and Silver Lake to take the PC maker private could turn into a months-long process. Icahn has proposed paying $15 per share for 58% of Dell. Blackstone has indicated it can pay more than $14.25 per share for the whole of the company, all in cash or partly in shares, leaving Dell as a publicly listed company. The Silver Lake-backed group offered $13.65 per share in cash to take Dell private. Dell, Silver Lake and Blackstone declined comment. Icahn, who owns a $1 billion stake in Dell, said both his and Blackstone's offers give the Company's largest investors what they wanted most: the ability to retain publicly traded shares of Dell. Full Article
Dell Inc's Board Evaluates Rival Bids From Blackstone Group LP And Investor Carl Icahn-Reuters
Reuters reported that a special committee of Dell Inc's Board is evaluating separate takeover proposals from Blackstone Group LP and billionaire investor Carl Icahn to decide whether either or both are likely to trump an existing $24.4 billion take-private deal. Icahn and Blackstone put in preliminary bids late last week, potentially upsetting the plans of the Company's founder, Michael Dell, and private equity firm Silver Lake to take Dell private. Icahn has offered $15 per share for 58% of Dell, while Blackstone has proposed paying more than $14.25 per share. The Silver Lake group has agreed to buy all of Dell for $13.65 per share. One issue before the special committee would be how to compare the three proposals. Both Blackstone's and Icahn's proposals envision that a portion of Dell's stock will remain publicly traded, which raises questions about how that would be valued. Full Article
Marathon Patent Group Inc's Files Patent Lawsuit Against Sony, Siemens, Juniper Networks Inc, Dell Inc and Others
Marathon Patent Group Inc. announced that its subsidiary Sampo IP, LLC (Sampo) has filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against Sony Computer Entertainment America LLC, Siemens Energy Inc., CB Apex Realtors, d/b/a Coldwell Banker Apex Realtors, Blue Cross and Blue Shield Association, Juniper Networks, Inc., Winn Dixie Stores, Inc., and Dell Inc. (the Defendants). Sampo is asserting three causes of action involving patent infringement related to U.S. Patent numbers 6,161,149, 6,772,229, and 8,015,495, all entitled Centrifugal Communication and Collaboration Method. The lawsuit alleges that the Defendants have infringed, and continue to infringe, the claims of the patents in suit by using the accused communications systems and methods covered by the claims of the Sampo patents. Full Article
Dell Inc Approves Quarterly Cash Dividend
Dell Inc announced that on April 22, 2013, a quarterly cash dividend of $0.08 per common share will be payable to all shareholders of record as of the close of business on April 1, 2013. Full Article
Icahn seeks up to $7 billion for Dell bid
NEW YORK - Activist investor Carl Icahn and Southeastern Asset Management Inc have initiated talks with banks and asset managers to line up commitments for as much as $7 billion in bridge loans to back their leveraged recapitalization proposal for Dell Inc, banking sources told Thomson Reuters LPC on Thursday.

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