Icahn, Southeastern Charge Dell Shareholders to Reject Going-private Offer

Following yesterday's presentation from Dell Inc. (NASDAQ: DELL) rejecting a buyout offer from activist investor Carl Icahn and Southeastern Asset Management Inc., Icahn and Southeastern have filed a statement with the Securities and Exchange Commission (SEC) urging Dell's shareholders to vote against four proposals sponsored by the company at Dell's annual meeting currently scheduled for July 18th.

That's interesting, but not unexpected. What is unexpected is that in the statement, Southeastern reveals that it "sent Mr. [Michael] Dell a spreadsheet assuming for discussion purposes that the price in [a going-private] transaction would be approximately $17.00 per share, and illustrating [Southeastern's] capacity comfortably to finance such a transaction." The communications began in June 2012.

Southeastern, which is Dell's largest non-insider shareholder with about 8.2% of the company's stock, says it sought confidentiality agreements with Dell in order that Southeastern might gain access to information on any material transaction involving Dell, but the requests were denied. Southeastern also says it indicated that it would oppose any offer for deal in the range of $14 to $15 a share that did not include a provision for existing stockholders to roll over all or a portion of their holdings.

Dell Inc. has accepted the $13.65 all cash offer from Michael Dell and Silver Lake Partners, an offer that Southeastern quickly told Dell that it would oppose. The counter-offer from Icahn and Southeastern has been rejected by Dell's board of directors, who believe the company's financing for the deal is undercapitalized by $3.9 billion.

Filed under: 24/7 Wall St. Wire, Activist Investor, Mergers & Acquisitions, Mergers and Buy Outs, PC Companies, SEC, Shareholder Issues Tagged: DELL