Michael Dell, Silver Lake and Special Committee Reach New Buyout Agreement

From X-bit Labs: The special committee of the board of Dell on Friday announced that it has entered into a revised definitive merger agreement with Michael Dell and Silver Lake Partners that increases the aggregate value to unaffiliated shareholders by at least $350 million. In return for the increased value to shareholders, the voting standard has been modified, which should allow the buyers to get necessary amount of votes to acquire the company.

Michael Dell and Silver Lake agreed to increases the purchase price to $13.75 per share, the same amount proposed last week. The buyers also agreed to pay a special dividend at or before closing of $0.13 per share as well as guarantee that the third quarter dividend of $0.08 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 $120 million depending on whether the closing would otherwise have occurred prior to the record date for that dividend. All of the actions increase the offer to privatize Dell by over $350 million.

“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,” said Alex Mandl, chairman of the special committee.

In return for the increased value to shareholders, the voting standard has been modified such that the improved transaction will require approval by the majority of disinterested shares actually voting on the matter.

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.

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