Dell Panel: Sale Best Alternative for Shareholders

CNBC.com With Reuters
Wednesday, 6 Mar 2013 | 8:05 AM ET

A committee of Dell's board of directors said in a statement issued on Wednesday that it unanimously determined that a sale of the tech company would be the best alternative for shareholders.

"We negotiated aggressively to ensure that stockholders received the best possible value and agreed to a $13.65 per share transaction that provides value certainty at a 37-percent premium above the average price for the 90 days before rumors regarding the transaction surfaced," the statement said.

Several of the company's largest shareholders are unhappy about the $24 billion buyout plan. Stockholders representing nearly 14 percent of Dell stock not held by Michael Dell have said they plan to vote against the proposed deal.

Southeastern Asset Management, which owns more than 8 percent of the company's stock, including options, has suggested alternatives that it thinks could benefit shareholders more while T. Rowe Price Group has also joined the opposition to the deal.

The committee consisted of independent directors who worked with interdependent legal and financial advisors for more than five months to evaluate Dell's strategic alternatives, the company said.

"The alternatives included continuing with or modifying the company's existing business plan, conducting a leveraged recapitalization, changing the dividend policy, and potentially selling all or parts of the business," the committee said.

Its financial adviser, Evercore Partners, will be soliciting potential alternative proposals through March 22. If a potentially superior proposal is found, the company will continue negotiations past that date, it said.

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