NEW YORK (
) -- A special committee evaluating takeover proposals for
has backed a
Silver Lake Partners
and founder Michael Dell, over a $12 a share
proposed by activist investor Carl Icahn.
In a letter to Dell shareholders, the special committee recommended investors vote in favor of Silver Lake and Michael Dell's takeover at the company's July 18, 2013 shareholder meeting.
"Dell's independent directors unanimously recommend that you vote to approve the transaction by voting FOR the Michael Dell/Silver Lake merger agreement," the letter states.
Friday's announcement isn't much of a surprise given the certainty of a cash buyout offer, however, it remains to be seen whether Carl Icahn and
Southeastern Asset Management
will continue a campaign to have Dell pay a large special dividend using the company's cash and financing, while remaining a publicly traded stock
Such efforts could continue in a hostile campaign that given a slate of nominees that Icahn and Southeastern have proposed to Dell shareholders. Icahn, Southeastern and other large independent shareholders such as
T. Rowe Price
have all said they won't vote for Silver Lake's buyout offer.
On Thursday, a group of shareholders, led by the Mid-South Iron Workers Pension Fund, sued Dell claiming Michael Dell is attempting to buy the company on the cheap just as it is starting to experience a turnaround.
Icahn has called Dell's takeover "the great giveaway" and sees significant value in returning the company's cash stockpile to shareholders and giving investors a leveraged stake in the company's potential turnaround or breakup.
The activist has indicated to the media he expects
could buy Dell's declining PC unit, as he tries to extract value from a burgeoning enterprise division.
In recent earnings, Dell's reported showed steep earnings declines due to weak PC-unit sales, however, the company's earnings were bolstered by rising performance of software and services businesses.
Still, Icahn was not able to provide specifics on how he would finance his proposed
, and his efforts have yet to amount to a fully financed, formal offer for Dell's board of directors to consider.
After Dell accepted a
offer from the Silver Lake and Michael Dell consortium in February, the company formed a special committee to seek higher takeover bids, receiving proposals from Icahn and private equity giant
. However, the leveraged recapitalization of Dell remains the only alternative to the initial full takeover bid, as a key shareholder vote approaches.
Icahn and Southeastern hold about 13% of Dell's outstanding shares and expect at least 20% of Dell shareholders to take Dell shares instead of the stock dividend. According to the proposal, investors opting for Dell shares over the dividend would get about 7.3 Dell shares priced at $1.65 for each current share.
Icahn and Southeastern would both opt out of the cash dividend and instead take the $12 payment in Dell shares priced at $1.65.
Were Icahn to press his proposal, the deal would look like a leveraged recapitalization of Dell for shareholders using $5.2 billion in debt, Dell's cash stockpile and other unutilized assets.
Earlier in May, Icahn proposed himself and five other nominees to Dell's board of directors, while Southeastern proposed six nominees.
Icahn also promised significant litigation if his proposal were not taken up by Dell's board of directors.
Given Friday's announcement in support of Silver Lake and Michael Dell's offer, Icahn's best next hope for the PC-maker may come from a hostile takeover campaign.
Dell shares were unchanged in pre-market trading at $13.27 a share, slightly below Silver Lake's offer.
-- Written by Antoine Gara in New York