NEW YORK | Fri Mar 15, 2013 6:06pm EDT
(Reuters) - Private equity firm Silver Lake
Partners bid as low as $11.22 per share for Dell Inc in mid 2012, when it
first discussed a buyout with founder and CEO Michael Dell, according to a
person familiar with the situation.
Since then, on February 5 this year, Silver Lake and Michael
Dell raised their bid to take the world's No. 3 personal
computer maker private to $13.65 a share. At $24.4 billion, it would be
the largest private equity-led buyout since the 2008 financial crisis.
When the bid was first announced, the price represented a 25 per cent
premium over the stock price before news of the bid, but Dell's share
price closed at $14.31 on Friday.
The computer maker has said repeatedly that the bid comes only after
extensive review and negotiations, and has deemed it fair to shareholders
and that view will likely be emphasized again in an upcoming proxy filing
with the SEC.
But some analysts say Michael Dell and Silver Lake may eventually raise
their bid to try to appease investors in Dell like Southeastern who
complain it undervalues the company.
Michael Dell is trying to complete his company's transition from a
low-margin PC maker into a provider of computing services. The makeover
has become more urgent as the PC market shrinks. Analysts say it might
best be carried out if the company were taken private, away from public
shareholder pressure and scrutiny.
BID DISCUSSIONS GO BACK TO MID-2012
CNBC first reported the opening bid and, according to the
business television network, private equity house KKR & Co LP
had also discussed a bid for Dell at $12 to $13 a share but dropped that
offer in December last year.
Several major shareholders voiced opposition to the bid including
Southeastern Asset Management and T. Rowe Price.
A
second person familiar with the matter told Reuters that Southeastern,
Dell's largest independent shareholder, had itself broached the
possibility of a leveraged buyout to Michael Dell in the summer of 2012,
when it expressed interest in contributing its equity in Dell toward any
deal.
But two other sources familiar with Southeastern's thinking told Reuters
the firm had not touched on any sort of private equity-led buyout deal
during talks with Michael Dell last summer.
These sources said Southeastern proposed a transaction similar to one it
outlined on February 8 in a letter to the board, when it outlined a
so-called "Dutch auction" or tender offer to all shareholders, the two
sources added.
Southeastern's objection to the current bid, like that of many other
investors, is that the buyout as it stands severely undervalues the
corporation.
All sources asked not to be named because the matter is not public. Dell
did not respond to requests for comment and Southeastern declined to
comment.
A
clearer picture of the negotiations leading up to the deal is expected to
emerge in the last week of March in a company proxy filing.
(Reporting By Greg Roumeliotis, Soyoung Kim and Nadia Damouni in New York;
editing by Clive McKeef)
©2013 Thomson Reuters.
