Shareholder advisory firm ISS recommended Dell Inc shareholders vote in favor a $24.4 billion buyout offer for the PC maker from founder and Chief Executive Michael Dell, increasing the odds that his bid will succeed.
Dell shareholders are scheduled to vote on the offer July 18.
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Michael Dell, whose offer is backed by equity financing from buyout firm Silver Lake, does not plan to raise the $13.65 per share bid, people familiar with the matter said last week.
Several large investors have been pushing for improved terms.
Billionaire Carl Icahn and Southeastern Asset Management have made a rival bid that would see shareholders tender 1.1 billion shares at $14 each.
Institutional Shareholder Services Inc is the biggest shareholder advisory firm, and its recommendations can sway investors looking for direction.
ISS on Monday said Michael Dell's offer "transfers the risk of the deteriorating PC business and the company's ongoing business transformation to the buyout group."
It said shareholders cannot immediately accept Icahn's bid even if they vote down Michael Dell's proposed buyout.
"They must also vote to replace the entire board and the CEO through a proxy contest at a subsequent annual meeting, and even then may end up with cash and equity if the envisioned selftender is oversubscribed," ISS said.
Michael Dell has said the company's shift from a computer maker to a provider of enterprise computing services is best done away from public scrutiny.
Dell is investing aggressively in research and sales to retain customers as it looks to grab market share from established players such as International Business Machines Corp and Hewlett-Packard Co.
Dell's profit for the fiscal first quarter ended in April dropped 79 percent from a year earlier, and revenue fell 2 percent.
Dell shares were up 2.3 percent to $13.34 in early Nasdaq trading on Monday.
(Reporting by Sruthi Ramakrishnan in Bangalore; Editing by Saumyadeb Chakrabarty and John Wallace)