Published August 02, 2013
Michael Dell and Silver Lake, the buyout group eyeing Dell (DELL), agreed on Friday to a new deal with the computer maker’s special board committee, raising the offer to take Dell private in exchange for changes in the way shareholder votes are counted.
Shares rallied 5.36% to $13.65 in mid-afternoon trading.
The buyout group’s offer was sweetened to $13.75 a share, up from $13.65 a share, and includes a special 13-cent dividend for shareholders.
The Wall Street Journal reported that Michael Dell is funding the special dividend payment himself
In addition, the deal guarantees that the company’s regular eight-cent dividend will be paid for the third quarter. Investors wouldn’t have received the third-quarter dividend if the transaction had closed before late October.
The new offer and special dividend gives stockholders not affiliated with the Dell founder another $350 million. The third-quarter dividend reflects an additional $120 million in value, bringing the total value of Michael Dell’s takeover bid to about $24.9 billion.
In exchange, the buyout group was granted its request to change the voting rules, a move that was expected to make approval of the deal more likely.
After two delays, Dell shareholders were slated to vote on the buyout Friday morning. But the new offer has pushed the vote to Sept. 12, the special committee said.
The new voting arrangement will only count votes that are actually submitted. Under the original clause, abstentions were counted as “no” votes.
The special committee also said it intends to establish a new record date of Aug. 13 for shareholders eligible to vote on the take-private deal.
On Thursday, activist investor Carl Icahn sued Dell to stop a change to the voting rules. After the new agreement was announced, Icahn said Friday afternoon that he will continue to pursue the lawsuit.
“In every war there are many battles. We are pleased today to have won yet another battle, but the war regarding Dell is far from over,” Icahn, who has argued that Michael Dell’s offers undervalue the company, said in a statement.
He added that holding the annual meeting and buyout vote on the same date is the “only mechanism that would give shareholders a true choice.”
The Journal reported that a hearing related to Icahn’s lawsuit is scheduled for Aug. 12.
“We believe modifying the voting standard is in the best interests of Dell shareholders, both because it has enabled us to secure substantial additional value and because it provides a level playing field for the decision facing shareholders,” Alex Mandl, chairman of the special committee, said in a statement, adding that the choice facing shareholders has changed since the original voting standard was set.
Michael Dell and Silver Lake also agreed to a lower breakup fee, or the amount of money they would receive if the deal does not go through. The breakup fee was reduced to $180 million from $450 million.
Anthony Michael Sabino, a professor at St. John’s University, said the new deal puts Michael Dell “back in the driver’s seat.”
“By upping his bid with the addition of a special dividend, he’s taken hold of the reins from Carl Ichan. Now Ichan has to retrench and consider if he wants to up his bid,” Sabino said. “Frankly, Michael Dell was on the verge of losing his namesake company. And while it’s not over until it’s over, he’s firmly in the lead.”
Later Friday morning, Dell announced that it will hold its annual shareholder meeting on Oct. 17. Icahn had urged Dell to hold its annual meeting on the same day as the buyout vote.