Dell buyout gets a key endorsement from ISS

Dell buyout is being recommended to the tech company's shareholders by ISS, a top proxy advisory firm. The Dell buyout would allow founder Michael Dell and partners to take the company private. 

Paul Sakuma/AP/File
Dell CEO Michael Dell smiles at Oracle Open World conference in San Francisco in 2007.

A top proxy advisory firm is recommending that Dell shareholders vote in favor of a Dell buyout that would allow the company's founder and an investment firm to buy the computer maker and take it private.

Michael Dell and Silver Lake Partners have offered to buy Round Rock, Texas-based Dell Inc. for $13.65 per share, or a total of $24.4 billion. Michael Dell believes he can turn the company around by taking it private and diversifying into niches, such as business software, data storage and consulting.

But Carl Icahn, a billionaire investor and Dell's second-largest shareholder, says he wants Dell to remain publicly traded and boost value for shareholders by buying back $16 billion in stock.

The company has backed Michael Dell's proposal and said that Icahn doesn't have adequate financing for his plan. Shareholders will vote on the buyout offer at the company's annual meeting on July 18.

In its report, Institutional Shareholder Services pointed to the offer's hefty premium, about 26 percent over the company's share price before the offer became public, and the certainty that comes with an all-cash bid.

ISS said that if shareholders don't take the offer, they have to be willing to continue to hold shares in Dell as it continues to transform itself amid the risks of a still deteriorating personal computer industry.

The special committee of Dell's board evaluating the company's options said in a statement that it was pleased with the recommendation, noting that it believes not going forward with the sale would expose the company and its shareholders to "serious risks" that would further reduce the company's value.

Icahn said Sunday that he believes Michael Dell is trying to buy the company he founded at a "bargain price." He reiterated the benefits of his alternate proposal, which would involve the repurchase of up to 1.1 billion Dell shares at $14 apiece.

Icahn's plan would be funded with $5.2 billion in debt, $7.5 billion in Dell cash and $2.9 billion from the sale of Dell receivables. Icahn has said he and his affiliates have $5 billion in existing equity and proposed debt financing to help fund their proposal.

Dell shares rose 38 cents, or 2.9 percent, to $13.40 in midday trading — a quarter below the offer price of $13.65.

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