Dell's $24.4 Billion Buyout: Is This What the Fed's Ben Bernanke Wanted?

Tuesday's proposed shareholder payout -- which is much lower than it would have been a year ago -- may be an exit point for investors, given the company's declining sales and market share. In January, Gartner calculated that Dell sold 37.6 million PCs in 2012, a 12.3% year-over-year decline that reflected market-share losses to Lenovo.

According to a press release, Dell formed a special committee after the company founder Michael Dell approached the Board of Directors with a takeout proposal in August 2012.

Shortly thereafter, boutique investment bank Evercore Partners (EVR) was hired to field competing bids to the Michael Dell-led consortium. However, it appears no bids in excess of Tuesday's $13.65 price tag have emerged. Dell will hold a 45-day "go-shop" period to find a higher bidder.

"[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," said Alex Mandl, the lead director of Dell's Board of Directors, of the takeover process.

Any competing bids during the 45-day period will carry a $180 million termination fee. Bids outside of that period will be subject to a $450 million fee, according to a press release.

"I believe this transaction will open an exciting new chapter for Dell, our customers and team members," Michael Dell said in a statement. "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."

Michael Dell will remain chairman and CEO in the proposed leveraged buyout, which will go to a shareholder vote. Dell expects the deal to close in its fiscal second quarter.

Investment bank Goldman Sachs and law firm Hogan Lovells are acting as advisers to Dell. JPMorgan, Evercore Partners and law firm Debevoise & Plimpton will advise the special committee of Dell's Board of Directors.

-- Written by Antoine Gara in New York

For more on Dell's takeover, see why the company's bondholders could feel some pain. Also see why it and Best Buy are tough takeover trades.

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