Does Dell's Special Committee Lack Credibility?

Once mighty PC maker Dell had asked Carl Icahn to play nice when his firm first announced its quest to take hold of the company, as opposed to the outstanding offer from founder Michael Dell and private equity firm Silver Lake Partners. Unsurprisingly, few could describe the process as "playing nice." In its most recent iteration, Icahn's offer stands at $14 per share, a $0.35 premium to the opposing offer. Meanwhile, Dell's special committee believes Icahn and Southeastern Asset Management have some recalculating to do. Let's see how the ground lies for the ongoing Dell buyout saga.

A brief history
here's a quick recap of the Dell deal.

Shortly after Michael Dell announced his plan to take his namesake company private, Icahn, backed by Icahn Enterprises and hedge fund Southeastern Asset Management, made public his desire to throw a hat in the ring. Dell's board, in an attempt to pacify the typically aggressive Icahn, offered a $25 million due diligence reimbursement to suitors as long as they did not act overly aggressive in their conduct. For Icahn, this meant keeping ownership under 10% of the shares outstanding, and under 15% including possible partners (i.e., Southeastern). Icahn didn't accept the $25 million offer, but did agree to refrain from a hostile takeover.

Fast forward two months later, and things look relatively stagnant. Icahn's offer stands at $14 per share, while Michael Dell's offer of $13.65 remains the offer of choice by the special committee.

In early June, Dell's board contended that Icahn failed to account for nearly $4 billion in necessary funding. Icahn, of course, challenged this notion.

At one point, Icahn had said that he believes Dell is worth north of $22 per share.

Fuzzy math
The Dell board has updated its presentation on the buyout proceedings, arguing that Icahn still fails to account for $2.9 billion. This includes $1.4 billion in debt due next April, and another $1.5 billion needed to operate the business.

While Icahn can, at times, manipulate numbers to further his point, Dell's actions here appear to be the more questionable ones. Since the presentation in early June, Dell has seemingly backed off on $500 million in disputed earnings (Icahn believed they had it, Dell believed otherwise), $200 million Icahn did not account for in operating costs, and $300 million in breakup fees.

In three weeks, Dell's math has changed by $1 billion, while contending that Icahn is the one with a calculator problem.

Stay smart
Investors should remain cautious. As usual, don't try and trade the acquisition. Icahn's offer looks better on the surface, but if Dell's committee is correct, the ending price could be closer to $8.15 per share -- a near 40% discount to today's trading price.

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