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Dell Goes Private After $24.9 Billion Deal Approved

After fending off a fight with Carl Icahn, Dell stockholders have approved a plan to take the company private.

By Chloe Albanesius
September 12, 2013
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Dell stockholders have approved a plan to take the company private.

Based on a preliminary vote tally, founder Michael Dell has enough support to acquire the company with Silver Lake Partners. The $24.9 billion deal means Dell stockholders will get $13.88 per share in cash.

"I am pleased with this outcome and am energized to continue building Dell into the industry's leading provider of scalable, end-to-end technology solutions," Michael Dell said in a statement. "As a private enterprise, with a strong private-equity partner, we'll serve our customers with a single-minded purpose and drive the innovations that will help them achieve their goals."

The deal was approved by those who hold a majority of Dell's shares, which is required by Delaware law. That excludes shares held by Michael Dell, those in related family trusts, Dell's Board of Directors, and certain members of its management.

"Over the course of more than a year, the Special Committee and its advisors conducted a disciplined and independent process to ensure the best outcome for Dell stockholders," said Alex Mandl, chairman of the Special Committee formed to evaluate the transaction and other strategic alternatives. "By voting in favor of the transaction, the stockholders have chosen the best option to maximize the value of their shares."

The deal is expected to close by the end of the third quarter of Dell's fiscal year 2014. It was first proposed in February, but faced pushback from Carl Icahn, who made his own bid for the firm with Southeastern.

Icahn ended that fight earlier this week, writing in a letter to shareholders that Dell had used shady tactics to secure enough votes, which led him to determine that "it would be almost impossible to win the battle."

"We have therefore come to the conclusion that we will not pursue additional efforts to defeat the Michael Dell/Silver Lake proposal, although we still oppose it and will move to seek appraisal rights," Icahn said. Seeking appraisal rights means a corporation's minority shareholders can ask a judge to determine a fair stock price.

In the meantime, Icahn has apparently turned his attention to Apple. He bought "quite a bit" of Apple shares yesterday after tepid response to the iPhone announcement sent the stock price down about 5.4 percent for the day, CNBC reported. Back in August, Icahn tweeted that he had a "large position" in Apple and believed the company to be "extremely undervalued."

For Dell, though, it's now an uphill battle in a market that continues to see the PC lose out to tablets and smartphones - areas in which Dell has yet to really succeed. Its large, U.S. counterparts like Microsoft and HP have also struggled to compete in those markets, so it remains to be seen if Dell can turn it around.

For more, see Why Carl Icahn Is a Bad Fit for Dell and Dell's Private Plan to Succeed.

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About Chloe Albanesius

Executive Editor for News

I started out covering tech policy in Washington, D.C. for The National Journal's Technology Daily, where my beat included state-level tech news and all the congressional hearings and FCC meetings I could handle. After a move to New York City, I covered Wall Street trading tech at Incisive Media before switching gears to consumer tech and PCMag. I now lead PCMag's news coverage and manage our how-to content.

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