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Breakingviews: Potemkin M&A?

Wednesday, Mar 27, 2013 - 03:18

March 27 - Rob Cox and Breakingviews columnists discuss the latest twists and turns in the Dell buyout, where even if the counter-bids don’t succeed, they have optical benefits for everyone involved.

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So more twists and turns in the case of the -- buyout. The latest piece -- we've got it's from Jeff Goldfarb. Who suggest that there might be something of a -- emanate. Situation taking place explained that. Well we don't really know you know whether or not that book Blackstone and and -- I kind of come into with rival offers to what's overlay can -- -- with the founder Michael -- And -- they -- more robust offers well there's sort of -- mean they've they've all stalled equity which is sort of questionable way to leave shareholders with some a stake in the contract status. What's -- I don't know obviously better than -- it's not clear and as rob as written -- say it's never been clear that. But there's a way to really improve upon what it's what's overweight has done so there's a theory going around that you write about that -- -- -- which is -- well. That even if these -- don't really succeed there there may seem to have some optical benefits for for pretty much everyone involved. Opera one of which is that you know there have been allegations and lawsuits from much shareholders. During the buyout boom saying that the private firms colluded with each other that they be easily conspired. To not bid against each other. In these mega deals that we're going on you know I started doing against other would cost them more. It would obviously benefit shareholders and they can't go find their own deals there's plenty to go out of my idea off steady years. -- netherworld and Blackstone is one of the the defendants in the in this case which a judge recently just actually allowed the case to proceed and are not just by accident Tony James who was the president -- one of the pieces of evidence -- in the -- is an email he sent to -- to kicking our co-founder George Roberts saying. You know. Might be better if we we don't work together remember the context of the emails on this and how I don't know that he was I was somewhere between during the Reno said the yeah. Right so the idea is that at least there's an appearance over rival bid now between blacks doesn't -- -- The timing and things going he's always the -- you know it helps him make it look -- solution wasn't solo vocals. Gone out of their way to make that offer look fair they've done things like for instance I'm Michael Dell when he has he's agreed to work in good faith buyers that doesn't mean actually -- contributed shares and and -- against himself. That means an abort offers can be really hard Woodson and the other points of these other bringing in all these other bidders. Helps the billboard avoid that J. Crew -- -- and J. Crew was as awful precedent that would set were basically. Mickey Drexler who see your work with the lead director. Who is Jim Coulter for two PG basically have to bid to take the company private again. Without really letting the board now and they kind of scrambled they put in this go shop provision as a as a as -- we've. You know what what else -- tells independent directors can do here is how they've now we've got a real. Maybe -- bidding war that at the very least looks like they've done some artwork pick -- other bidders and looks good. By having this this what's going on even if it doesn't mean -- offered. It was such as what do you think it's actually. Probably -- really comes at a slightly narrow slightly raised me and that's usually -- -- -- looks good hop community you know could be of course you can be wrong but it but the odds are stacked against other players -- it will thanks a lot. Will be back more -- -- off.

Breakingviews: Potemkin M&A?

Wednesday, Mar 27, 2013 - 03:18

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