#mergers and acquisitions#dell#Michael Dell#Dell Board of Directors#Dell special committee

Dell Board of Directors Committee Votes to Make Company Private

|Mar 6|magazine5 min read

 

Dell announced today the results of its Special Committee of the company’s Board of Directors in response to Michael Dell’s offer to buy out the company and effectively make it private for $24.4 billion introduced in early February.

Regarding the company’s strategic alternatives, the Special Committee evaluated Dell’s current risks and opportunities over the past five months to analyze Dell’s existing business plan, conduct a leveraged recapitalization and change the dividend policy as well as analyze the potential of selling off parts of Dell’s operations.

“As a result of that process, the Special Committee unanimously determined that the sale of the Company would be the best alternative for stockholders. We negotiated aggressively to ensure that stockholders received the best possible value and agreed to a $13.65 per share transaction that provides value certainty at a 37% premium above the average price for the 90 days before rumors regarding the transaction surfaced,” said the Special Committee in an official statement.

The Special Committee states that it insisted on numerous provisions to the transaction application to “protect and maximize value for stockholders.”

“These include a low break-up fee and a robust go-shop process under a fee structure that incentivizes our financial advisor, Evercore, to find a superior deal if one exists. Evercore is actively soliciting potential alternative proposals now in a process that concludes March 22, and we will continue negotiations past that date if a potentially superior proposal emerges,” continued the Committee.

The Special Committee insists that the sale must be approved by a majority of the shareholders of shares not owned by Michael Dell.

“The Special Committee has worked hard, and continues to work hard, to produce the best outcome for Dell’s shareholders,” concluded the Special Committee.