Published July 18, 2013
Faced with continued investor resistance, Dell (DELL) on Thursday pushed back its special shareholder meeting to approve Michael Dell's $24.4 billion buyout until July 24 in an attempt to secure more support.
The decision to adjourn the highly-anticipated meeting came as Reuters reported the transaction was about 150 million votes short of approval, despite picking up support from several large investors.
By delaying the vote, Dell's special committee will now have extra time to convince skeptical investors of the merits of the $13.65-a-share leveraged buyout, although the board has had nearly six months to make its case.
It's also possible the committee is giving extra time to see if Michael Dell, the company's CEO and founder, will sweeten his bid. To this point, the executive and Silver Lake Partners have signaled an unwillingness to pay more for Dell.
Reports earlier in the week signaled that Dell could opt to delay the vote, which is something billionaire investor Carl Icahn has said would be unfair, likening it to postponing an election because the polls look unfavorable.
The shareholder vote on Thursday is the culmination of a nearly-six month process where the company’s founder and the special committee running the sales effort have struggled to convince investors the deal is in their best interests. Big investors Icahn and Southeastern Asset Management have vocally opposed the transaction, saying it undervalues Dell.
According to Reuters, the transaction was about 150 million votes short of approval as of early Thursday morning.
A spokesperson representing Dell’s special committee didn’t immediately respond to a request for comment on the report.
“We believe that this delay reflects the unhappiness of Dell stockholders with the Michael Dell/Silver Lake offer, which we believe substantially undervalues the company. This is not the time for delay but the time to move Dell forward," Southeastern said in a statement.
While the postponed vote indicates more work is needed to convince shareholders, Wall Street appeared to be betting a deal may eventually get done. Shares of Dell jumped 1.94% to $13.13 in premarket trading Wednesday morning, nearing the $13.65-a-share offer price.
Icahn, the legendary corporate raider, has led the charge against Michael Dell’s proposed leveraged buyout.
In an open letter on Wednesday, Icahn called on shareholders to reject the LBO and trumpeted his proposal to launch a tender offer for 1.1 billion Dell shares at $14 each that would include warrants to buy shares in the future at $20.
But Dell’s special committee has questioned the wisdom of Icahn’s proposal and argued the LBO makes sense given the company’s slumping finances.