A special committee of the board of directors of Dell Inc. (NASDAQ: DELL) this morning recommended that the company’s shareholders accept the merger agreement being offered by founder and CEO Michael Dell and Silver Lake Partners.
The committee essentially rejected a proposed offer from activist investor Carl Icahn because the offer may be insufficiently capitalized. A souring market for personal computers coupled with the risks associated with Dell’s transition to an enterprise solutions business led the committee to conclude that the Dell/Silver Lake offer was superior.
Michael Dell and Silver Lake have offered $13.65 a share in cash in a deal valued at $24.4 billion. Icahn’s offer included a $12 per share special dividend, boosting the potential per share offer by about $10 a share.
The board’s committee noted a “significant liquidity gap in the recapitalization proposed by Icahn/Southeastern that could reduce the promised $12.00 per share special…
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