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Dell Tug-O-War: Round 3

By Oonagh Reidy | Monday | 13/05/2013

Public vs Private, that is the question.

The tug of war between Dell CEO Michael Dell and Ichan enters round three.  

Rebel investor Carl Icahn and Southeastern Asset Management have made a fresh counter bid to Michael Dell's proposed US$24.4 billion buyout of the PC company he founded in 1984, to turn Dell private. 

Ichan and Southeastern Asset Management, who between them own a 13% stake in Dell, are proposing a leveraged recapitalisation which would keep the company public, offering shareholders $12 a share from cash,  debt and allow them to keep their shares.

This is $3 less than the previous bid Mr Ichan made in March, and some analysts are far from happy with the !2 a share proposal, branding it 'extortion'.

However, shares in the No. 4 PC maker globally rose 0.98% on Friday after the offer was made public.

Last February, Mr. Dell, in conjunction with tech investment firm Silver Lake, offered shareholders $13.65 a share in a deal valued at US$24.4 billion, which Ichan denounced as a "giveaway. " 

The rebel investor has now upped the ante in the war with Mr. Dell in his latest proposal, which he said drives a better deal for the shareholders and the company, which he claims Mr. Dell's $13.65 a share offer bid undervalues.  

In a letter to Dell's Board, he says his proposal is "superior to the going private transaction." 

"It does not take a mathematician to understand that $US12.00 in cash and a stub equity component with, as outlined in our view, significant upside operating potential, is superior to only $US13.65 in cash. "

However, Ichan has also proposed replacing the Dell Board with a slate of new directors who would approve their latest  offer, if the Board choose to reject it. 

The Special Committee of the Board of Dell confirmed it received a non-binding proposal from Carl Icahn and Southeastern Asset Management, Friday. 

"Mr. Icahn and Southeastern have outlined a potential leveraged recapitalization transaction that they want the Dell Board either to recommend at this time or to consider if the existing going-private transaction is rejected by shareholders.  

"Consistent with the Special Committee's goal of achieving the best possible outcome for all shareholders, we and our advisors are carefully reviewing the potential transaction to assess the potential risks and rewards to the public shareholders." 

Image credit: Bloomberg News

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