By Saabira Chaudhuri
Dell Inc. (DELL) has filed proxy materials with the U.S.
Securities and Exchange Commission for its proposed acquisition by
founder Michael Dell and Silver Lake Partners, again reiterating
why going private is the best course and holding a shareholder
meeting July 18 to vote on the matter.
In a letter to shareholders, Dell said the special committee,
formed after Mr. Dell said he would possibly propose buying the
company, evaluated the full range of strategic and financial
alternatives available and also "considered the merits and
feasibility of a leveraged recapitalization."
In support of its claim that the sale process was "rigorous,"
Dell said negotiations with Mr. Dell and Silver Lake resulted in
six price increases delivering $4 billion of additional value to
Dell stockholders, as well as "an extraordinarily open 'go shop'
process that allowed all interested bidders to enter the
process."
It said in the course of the go-shop, 21 strategic and 52
financial buyers were contacted and a number of parties conducted
diligence, although no superior offer has materialized.
Dell also reiterated why the proposed deal is the best option
for shareholders, saying the company is operating in "a challenging
business environment it offers certainty and a very material
premium over pre-announcement trading prices" and that it shifts
"very substantial risks to the buying group."
Mr. Dell and Silver Lake struck an agreement in February to buy
out shareholders at $13.65 a share. Carl Icahn and Southeastern
proposed the alternative offer earlier this month, saying they
propose giving Dell shareholders the option to keep holding stock
in the company and take an additional $12 a share in cash or stock.
The cash-or-stock dividend would cost more than $21 billion.
Shares closed Thursday at $13.27 and were inactive in recent
premarket trading. The stock has risen 31% so far this year.
Write to Saabira Chaudhuri at saabira.chaudhuri@dowjones.com
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