Michael Dell's new $24.8 bn bid to take firm private gets nod
New York: Computer maker Dell on Monday said it has entered into a revised merger agreement with a group led by its founder Michael Dell that sweetens the buy-out value of the company by at least USD 470 million to USD 24.8 billion.
Besides, the voting on a proposal to take Dell private by its founder and investment firm Silver Lake Partners has been delayed to September 12.
The revised definitive merger agreement has been approved by Dell's Special Committee and by the independent members of Dell's Board of Directors, as per an official statement.
"The Committee is pleased to have negotiated this transaction, which provides as much as USD 470 million of increased value, including the next quarterly dividend that will now be paid regardless of when the transaction closes," Dell's Chairman of the Special Committee Alex Mandl said.
The new agreement negotiated by Special Committee of the Board of Dell increases the purchase price of Dell's share to USD 13.75 per share from USD 13.65 per share, provides for payment of a special dividend at or before closing of 13 cent per share and guarantees that the third quarter dividend of 0.08 cent per share will be paid at or before closing.
"The effect of the guarantee of the third quarter dividend is to potentially increase the total consideration payable to unaffiliated stockholders by an additional USD 120 million depending on whether the closing would otherwise have occurred prior to the record date for that dividend," the statement said.
In return for the increased value to shareholders, Dell special committee has agreed to modify voting standard such that the improved transaction will require approval by the majority of disinterested shares actually voting on the matter.
"We have changed the voting standard to require that the going-private transaction receive the approval of a majority of the disinterested shares that are actually voted," Mandl said.
The Committee intends to establish a new record date of August 13, 2013 for shareholders eligible to vote on the transaction at the Special Meeting which will be adjourned from August 2, 2013 to September 12, 2013, statement said.
"By resetting the record date and providing abundant notice of the new meeting we are ensuring that all disinterested shareholders, including those who have acquired their shares since June 3, have ample opportunity to vote for or against the transaction. We urge all shareholders to support this transaction," Mandl said.
The amended transaction includes a reduction of the breakup fee, from USD 450 million to USD 180 million, that would be payable in the event the merger agreement is terminated and within 12 months.