Published March 05, 2013
Dell Inc's largest outside shareholder is demanding that the PC maker open its books, signaling it could become more active in opposing founder Michael Dell's proposal to take the company private.
Southeastern Asset Management, which holds more than 8 percent of Dell shares, including options, asked for the records in a regulatory filing on Tuesday on behalf of its largest client, Longleaf Partners Fund.
Citing Dell's silence on the deal during a recent earnings call, Southeastern wrote in a letter to Dell included in the filing that "shareholders should be provided with meaningful, straightforward information."
It said that to justify an inadequate buyout price, Dell intentionally emphasized the decline in global PC sales, while ignoring growth in its IT services segment.
"Under the current buyout proposal, management and (buyout partner) Silver Lake stand to receive all of the future upside while denying shareholders, who have paid to reposition the company, the opportunity to reap the rewards of our investment," Southeastern said.
A spokesman for Dell declined to comment.
Michael Dell, teaming up with private equity firm Silver Lake and software maker Microsoft Corp, is offering $13.65 a share to buy out the company, but at least four of its largest investors are opposed to the $24.4 billion deal.
Shareholders representing almost 14 percent of Dell shares not held by Michael Dell have said they will vote against proposed buyout.
The founder and CEO did not join a management discussion of the company's quarterly financial results in a conference call with analysts last month because of his participation in the buyout. Dell executives also did not comment on the buyout.
The company also declined to provide any financial forecast for fiscal 2014 or the fiscal first quarter, citing the proposed buyout, and it changed the way it reported the financial results of divisions.
Michael Dell created the computer maker from his college dorm room in 1984 and is now a billionaire. He holds roughly 16 percent of the company and needs a majority of shareholders - excluding himself - to vote for the deal.
Memphis-based Southeastern, run by activist investor Mason Hawkins, has suggested several alternatives it says would produce a better outcome for public shareholders. Dell could borrow money to make a major share repurchase, or the company could be broken up and the units sold separately.
Another approach would have been to return Dell's growing overseas cash reserve to all shareholders instead of using it to fund the proposed buyout at their expense, the fund said in the letter.
Dell shares were up 6 cents at $14.06 in afternoon trading, 3 percent above the $13.65 per share Michael Dell and his partners have offered.
Since news of the proposed buyout emerged in January, the stock has gained over 30 percent - a rally that analysts say might evaporate if the deal falls through.
Dell has said it plans to file a proxy statement with the U.S. securities regulators on the merger agreement.
The company, regarded as a model of innovation in the early 2000s for pioneering online ordering of custom-configured PCs, missed the big industry shift to tablets, smartphones and high-powered consumer electronics such as music players.
Dell is trying to reinvent itself as a seller of services to corporations - an internal overhaul that some analysts say might be better conducted away from public scrutiny.
(Reporting By Jennifer Saba and Nicola Leske in New York.; Editing by John Wallace and Andre Grenon)