Founder Michael Dell and Silver Lake Partners increased their offer to Dell shareholders to take the company private today by 10 cents, from $13.65 to $13.75, and delayed the vote on the buyout once again.
“This is our best and final proposal,” Dell said in a statement to the special committee overseeing the deal. “We are not willing to discuss any further increase in the merger consideration nor are we willing to increase the merger consideration to $13.75 per share without the change to the Unaffiliated Stockholder Approval requirement described above.”
At $13.65, the deal valued Dell at $24.4 billion. The new offer — a slight bump — values the company at $24.6 billion. The new deal also changes the voting requirement to “the approval of a majority of the outstanding shares held by the unaffiliated stockholders that are present in person or by proxy and voting for or against approval of the merger agreement at the stockholder meeting.” What that means, essentially, is that non-votes on the deal don’t count.
Earlier, it had seemed that the $13.65 offer was Dell and Silver Lake Partners’ final bid for the deal. The new vote will take place on August 2, even after billionaire hedge fund manager Carl Icahn has constantly derided the company for delaying it and saying the special committee in charge of assessing Dell’s options was using “scare tactics” to get investors to vote in favor of the buyout deal.
Dell and Silver Lake Partners seek to take the company private as it navigates a challenging market where PC sales are declining rapidly in favor of mobile devices. Icahn and Southeastern Asset Management are pushing to replace Dell’s board, borrow money, and give stockholders an option of selling some shares back to the company.
Dell and Silver Lake Partners had already delayed the deal likely because they could not secure enough guaranteed votes to ensure that the proposal would go through, as several large investors and big names have come out against Dell’s proposal since Icahn countered the offer with his own.
Icahn has argued that Dell, even sold at $13.65 per share, is undervalued. “And why does the Dell Board forget to mention the $13 billion spent on enterprise software that is just beginning to show excellent results,” he wrote in a recent letter to shareholders. “In our opinion and the opinion of a number of experts we have spoken to, Dell’s enterprise software and cloud computing have enormous potential.”
Icahn last week said he was ready for a proxy fight if necessary.