THE WALL STREET JOURNAL.
TECHNOLOGY | Updated July 9, 2013,
2:29 a.m. ET
ISS, Two Others Recommend
Dell Buyout
Proxy Adviser: Taking Dell
Private Would Make Transformation Faster, Likelier to Succeed |
|
|
Institutional Shareholder Services said Dell shareholders should vote
for an effort to take the computer maker private, a decision that may
seal the controversial buyout by Michael Dell. David Benoit reports.
Photo: Getty Images. |
Michael
Dell's controversial plan to take Dell Inc. private won key endorsements
on Monday that, if the momentum continues, would put the founder on a track
to tackle his next big task: pulling off a revival of the troubled computer
maker.
Shareholder adviser Institutional Shareholder Services Inc. as well as
Egan-Jones Proxy Services and Glass, Lewis & Co. recommended Dell
stockholders vote for a $24.4 billion buyout offer from Mr. Dell and
private-equity firm Silver Lake Partners, significantly improving the odds
of their deal passing.
ISS,
which advises investors how to vote on corporate issues, said the offer to
buy Dell shares at $13.65 each "transfers the risk" of transforming the
Round Rock, Texas, company into a one-stop-shop for corporations' technology
needs, and provides shareholders with "certainty of value."
Some
funds say they explicitly follow the recommendations of ISS and Glass Lewis.
Invesco Ltd's PowerShares unit, which holds about 1.2% of stock not
owned by Mr. Dell, states that it defers to Glass Lewis's recommendations.
While prospects for the buyout have improved, they are by no means assured.
Many large shareholders that make their own decisions delay voting on deals
until the last minute. One big Dell institutional investor said last week
his employer was waiting until just days ahead of the vote to make a
decision.
People close to the Dell board committee that negotiated the deal said
Monday that meetings with Dell investors are slated to continue this week to
pitch them on the merits of the buyout. These people said the Dell special
committee also is bracing for the possibility of a new move to try to
disrupt the group's offer by investor
Carl Icahn, the second-largest Dell stockholder behind Mr. Dell and who
has agitated against the deal.
Some
buyout opponents are talking to Dell shareholders, and will spotlight flaws
they believe ISS made in its analysis of the deal, said a person familiar
with the opponents' thinking.
Dell
shares rose 3.1% Monday, or 41 cents, to $13.44, the biggest one-day
percentage gain since the buyout was announced Feb. 5.
If
shareholders bless the deal in a July 18 vote, Mr. Dell must pull off a
turnaround that has been rocky so far on his watch. Apart from a nearly
three-year gap, Mr. Dell has been chief executive since he founded the
company in his college dorm room in 1984.
The
buyout group's strategy for a closely held Dell will be to go faster in
cutting costs from slumping parts of the company, install fresh management
and reshape a sales force that Dell's own advisers have said isn't up to
snuff, according to people familiar with its plans.
Analysts say Dell's newer products and services for corporations, the heart
of a future Dell, are unprofitable, spotlighting the lack of quick fixes no
matter who owns the company. His plan would make him majority owner of a
closely held Dell—making him primarily responsible for the success or
failure of a turnaround effort.
The
to-do list won't be easy, given that an industry slump in personal
computers, which are responsible for roughly two-thirds of Dell's revenue,
continues apace. If Dell goes private, Mr. Dell and Silver Lake will need
continued cash flow from PCs to fund an expansion into businesses with
better growth prospects, such as computing-security software and data
storage. Research firm IDC just over a week ago forecast second-quarter PC
shipments would be worse than its previously expected 11.7% year-over-year
drop.
Dell
already has provided a glimpse at a potential strategy as a private company:
Sacrifice profits to win new business. It slashed prices last quarter on PCs
and servers to sign new corporate customers and sell them more services in
the future. The strategy resulted in a 41% drop in operating income.
ISS
cited worries about the "deteriorating PC business" in recommending the
sale. The firm, part of
MSCI Inc., criticized
Mr. Icahn's proposal to replace Dell's board and help finance a plan for the
company to borrow money and give stockholders an option of selling some
shares back to the company at $14 each.
ISS
said it is unclear whether Mr. Icahn can win enough support for a new board
to implement his share-purchase plan.
On
Monday, Mr. Icahn and Southeastern Asset Management Inc. said they have
support from fellow Dell investors, and again urged investors to vote
against the Mr. Dell-Silver Lake buyout. The pair said they "disagree with
the ISS voting recommendation…which did not appear to address fair value for
Dell's stockholders."
Over
the weekend, a person familiar with Mr. Icahn's thinking said he could
consider improving his offer, something investors who buy stocks of
companies in pending takeovers have pushed him to do. It is unclear if that
view has changed.
—David Benoit and Joann S. Lublin contributed to this
article.
Write to Shira Ovide at
shira.ovide@wsj.com
A version of this
article appeared July 9, 2013, on page B3 in the U.S. edition of The Wall
Street Journal, with the headline: Dell Buyout Wins Support From Three Proxy
Firms.
Copyright ©2013 Dow Jones & Company, Inc. All Rights
Reserved |
|