More reports on: M&A, Electronics - consumer
Dell sells itself to Michael Dell and Silver Lake in a $24.4 billion deal news
05 February 2013

Michael DellDell Inc today said it has reached a deal to take itself private, in a $24.4 billion buyout by its founder, chairman and chief executive Michael Dell in partnership with global technology investment firm Silver Lake.

Under the terms of the deal, Dell stockholders will receive $13.65 in cash for each share of Dell common stock, which values the company at approximately $24.4 billion.

The price represents a premium of 25 per cent over Dell's closing share price of $10.88 on 11 January 2013, the last trading day before the news of Dell going private was first published.

The share price is also at a premium of approximately 35 per cent over Dell's enterprise value as of 11 January 2013; and a premium of approximately 37 per cent over the average closing share price during the previous 90 calendar days ended 11 January 2013.

The buyers will acquire all outstanding shares not held by Michael Dell and certain other members of the management, for cash.

The Dell Board of Directors acting on the recommendation of a special committee of independent directors unanimously approved a merger agreement under which Michael Dell and Silver Lake Partners will acquire Dell and take the company private

The deal is subject to a number of conditions, including a vote of the unaffiliated stockholders. Michael Dell also will not participate in the board discussions and will also not vote on the transaction.

The sale was agreed to by a Special Committee headed by lead director Alex Mandl with advise from independent legal advisors JP Morgan and Debevoise & Plimpton LLP on strategic alternatives.

The merger agreement provides for a so-called ''go-shop'' period, during which the Special Committee – with the assistance of Evercore Partners – will actively solicit, receive, evaluate and potentially enter into negotiations with parties that offer alternative proposals. The initial go-shop period is 45 days.

The Special Committee will be permitted to continue discussions and enter into or recommend a transaction with any person or group that submitted a qualifying proposal during the 45-day period. A successful competing bidder who makes a qualifying proposal during the initial go-shop period would bear a $180 million (less than 1 per cent) termination fee. For a competing bidder who did not qualify during the initial go-shop period, the termination fee would be $450 million.

''The Special Committee and its advisors conducted a disciplined and independent process intended to ensure the best outcome for shareholders. Importantly, the go-shop process provides a real opportunity to determine if there are alternatives superior to the present offer from Mr Dell and Silver Lake,.'' lead director of Dell's Board of Directors Alex Mandl said.

''I believe this transaction will open an exciting new chapter for Dell, our customers and team members. We can deliver immediate value to stockholders, while we continue the execution of our long-term strategy and focus on delivering best-in-class solutions to our customers as a private enterprise.

Dell has made solid progress executing this strategy over the past four years, but we recognise that it will still take more time, investment and patience, and I believe our efforts will be better supported by partnering with Silver Lake in our shared vision. I am committed to this journey and I have put a substantial amount of my own capital at risk together with Silver Lake, a world-class investor with an outstanding reputation.

We are committed to delivering an unmatched customer experience and excited to pursue the path ahead,'' said Michael Dell.

"Michael Dell is a true visionary and one of the preeminent leaders of the global technology industry," said Egon Durban, a Silver Lake Managing Partner. "Silver Lake is looking forward to partnering with him, the talented management team at Dell and the investor group to innovate, invest in long-term growth initiatives and accelerate the company's transformation strategy to become an integrated and diversified global IT solutions provider."

On completion of the transaction, Dell, who owns approximately 14 per cent of Dell's common shares, will continue to lead the company as chairman and chief executive officer and will make substantial additional cash investment.

Dell will continue to be headquartered in Round Rock, Texas.

The transaction will be financed through a combination of cash and equity contributed by Dell, cash funded by investment funds affiliated with Silver Lake, cash invested by MSD Capital, LP, a $2 billion loan from Microsoft, rollover of existing debt, as well as debt financing that has been committed by BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets and cash on hand. There is no financing condition.

The transaction is subject to other customary conditions, including receipt of required regulatory approvals, in addition to the Dell stockholder approvals described above. The transaction is expected to close before the end of the second quarter of Dell's FY2014.





 search domain-b
  go
 
Dell sells itself to Michael Dell and Silver Lake in a $24.4 billion deal