Dell and Buyers Reach Compromise Over Deal

Michael Dell finally has a reason to smile.  A special committee of Dell’s board said that it had reached a revised agreement with Michael Dell over a buyout of the company, the New York Times reports.

Under the terms of the new agreement, Michael Dell and investment firm Silver Lake, would pay $13.75 a share. They would also pay a special dividend of 13 cents a share, while shareholders would still receive a regularly scheduled third-quarter dividend of 8 cents a share, the paper said.

The chairman of the special committee, Alex Mandl, said: “The Committee is pleased to have negotiated this transaction, which provides as much as $470 million of increased value, including the next quarterly dividend that will now be paid regardless of when the transaction closes.”

In return, the special committee agreed to change the way “abstained” votes count.  They were previously counted as “no” votes, which proved problematic when turnout for the vote wasn’t as high as the buyout group and special committee had hoped, leading to further voting delays.  The new proposal makes shares that are actually voted count.

The voting change has come under fire by billionaire Carl Icahn, who sued the company to block the change.  Icahn has amassed 8.7 percent of the struggling PC maker and staunchly opposes Michael Dell’s takeover offer.

The compromise also reduces the size of the breakup fee, to $180 million from $450 million, the paper said, which would be paid if the buyout deal is terminated and Dell then effects a recapitalization transaction “that does not result in there being an absolute majority stockholder of the company.” The changes make it easier for Michael Dell and Silver Lake to claim a win, but doesn’t guarantee that the deal is completely done.  Some shareholders, for example, who have already voted to approve the transaction may be unhappy with the voting changes and change their vote to “no.”

Still, the special committee and the buyers likely believe the changes are enough to get the deal done. When all is said in done, the raised bid, the special dividend and the guaranteed quarterly dividend combined will mean an approximately extra $470 million in payouts.