Personal computer maker Dell Inc. (DELL) announced Wednesday that the special committee of its board of directors filed with the U.S. Securities and Exchange Commission an investor presentation advocating support of the merger agreement between the Company and entities owned by Michael Dell and investment funds affiliated with Silver Lake Partners.
The presentation detailed Why the Board believes the $13.65 per share cash sale to Silver Lake and Michael Dell is the best option for shareholders, including the superior value and certainty it provides relative to all alternatives evaluated and its shifting of Dell's business risks to the buyer group.
The presentation also detailed the significant liquidity gap in the recapitalization proposed by Icahn/Southeastern that could reduce the promised $12.00 per share special dividend to $9.35 per share -- and to $8.50 per share if Icahn/Southeastern are the only shareholders electing the equity stub instead of cash.
The company said that its board has recommended that stockholders vote "FOR" the $13.65 per share cash sale to Silver Lake and Michael Dell and asked all Dell stockholders to carefully evaluate the investor presentation as part of their consideration of the transaction.
On May 31, Dell said that the special committee of its board of directors unanimously recommended that stockholders vote to approve the company's $24.4 billion merger deal with its CEO Michael Dell and private equity firm Silver Lake, at a special meeting of stockholders to be held on July 18.
In February, Dell agreed to be acquired and taken private in a $24.4 billion deal by Michael Dell in partnership with Silver Lake. The deal is expected to close before the end of the second quarter of Dell's fiscal year 2014.
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