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T. Rowe Price Continues to Reject $24.4B Dell Takeover

NEW YORK ( TheStreet) - T. Rowe Price, a key institutional Dell (DELL) shareholder, continues to reject the PC-maker's $13.65 a share takeover proposed by founder Michael Dell and private equity giant Silver Lake Partners.

The money management firm on Monday reiterated its lack of support for the buyout, which values Dell at $24.4 billion, however it did not say whether it was supporting an alternative proposal floated by billionaire activist investor Carl C. Icahn.

"We continue to believe the proposed buyout does not reflect the value of Dell and we do not intend to support the offer as put forward," Brian Rogers, Chairman and Chief Investment Officer at T. Rowe Price, said in an e-mailed statement.

T. Rowe Price owns about 4.1% of Dell's outstanding shares, according to Sept. 30 Securities and Exchange Commission filings.

Icahn is now Dell's largest independent shareholder after acquiring a significant portion of Southeastern Asset Management's holding of the struggling PC-maker in June. In recent weeks, Icahn has made repeated efforts to keep alive an alternative takeover plan for Dell.

Earlier in July, Icahn said he would add a warrant to his existing $14 a share tender offer for the majority shares. The warrant, which Icahn says is worth up to $4 a share to current investors, will give Dell shareholders the right to buy a Dell share for $20 within the next seven years for every four shares they tender to his offer.

Icahn's warrant and T. Rowe Price's continued resistance to Michael Dell and Silver Lake's takeover continues to add new drama to Dell's buyout ahead of the company's July 18 shareholder meeting.

Topeka Capital Markets analyst Brian White believes the offer should add suspense to the upcoming shareholder vote. "We believe Mr. Icahn's deal is credible and provides shareholders with a better offer, which we expect will make the July 18 vote a real cliffhanger," White wrote in a Friday client note.

Since Michael Dell and Silver Lake unveiled their takeover on February 5 most news has broken in the favor of the buyout consortium.

Dell and a special committee tasked with finding higher bidders for the company both support the $13.65 a share takeover transaction and continue to see weakness in the financial strength and value of Icahn's offer.

Meanwhile, after Icahn cobbled together $5.2 billion in financing from his own pocket, investment bank Jefferies and a coterie of debt market investors, prominent proxy advisory firm Institutional Shareholder Service recommended investors accept the Michael Dell and Silver Lake offer.

I.S.S., however, didn't analyze Icahn's competing proposal given that the activist only seeks to acquire about 72% of Dell's outstanding shares.

For his part, Icahn has rejected the analysis of I.S.S. and Dell's board. He says the buyout consortium is using scare tactics to get shareholders to back their offer and insists Dell's declining PC business and its enterprise software assets are worth far more than $13.65 a share.

In public filings, Icahn counts investors such as T. Rowe Price, Southeastern Asset Management, Yacktman Asset Management and Pzena Investments as supportive of his takeover proposals.

Shareholders are scheduled to vote on July 18 on the $24.4 billion buyout.

Dell shares were trading lower by 13 cents in Monday afternoon trading to $13.19.

-- Written by Antoine Gara and Chris Ciaccia in New York

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