Blackstone Ditches $25 Billion Dell Deal Amid PC Declines

Updated from 9:21 a.m ET to include Dell comments and Friday share prices.

NEW YORK ( TheStreet) -- The battle for Dell ( DELL) will continue without private equity giant Blackstone Group ( BX).

Blackstone Group said Friday it is withdrawing a $14.25 a share proposal for Dell because of recent sharp declines in the personal computer market, which undercut the prospect of a turnaround.

The firm is withdrawing its offer, which valued Dell shares at about $25 billion because of "an unprecedented 14 percent market decline in PC volume in the first quarter of 2013, its steepest drop in history, and inconsistent with management's projections for modest industry growth," according to a letter sent to Dell.

Earlier this month, technology research firm International Data Corporation said PC shipments in the U.S. fell fell 13.9% year-over-year to 76.3 million units in the first quarter, sharply worse than the 7.7% the firm had forecast.

Dell shares were trading lower by over 3.5% in early Friday trading to $13.44, below all proposals to take control of the computer maker.

Prior to Friday's decision to abandon its $14.25 a share proposal, a source familiar with the Blackstone investor group said the firm had been in contact with Michael Dell and had traveled to the company's Round Rock, Texas headquarters, as it conducted a due diligence process.

In a letter to Dell, the private equity firm said it learned that the company had lowered its operating income projections for 2013 to $3.0 billion from $3.7 billion, indicating a "rapidly eroding financial profile" of the company.

"As the Board's Special Committee continues to oversee its process to ensure the best possible outcome for Dell shareholders, we remain focused on our customers and on providing innovative products and solutions to help them succeed," David Frink, a Dell spokesperson, said in an e-mailed statement.

Blackstone's withdrawal leaves a $13.65 a share bid for Dell by Silver Lake Partners and founder Michael Dell, as well as a $15 a share proposal for a controlling stake in Dell floated by activist investor Carl Icahn, with both offers running a close contest.

On Tuesday, Icahn reached a standstill with Dell that will cap his holding in the computer giant to 10% as he seeks support for his offer, which would keep Dell as a publicly traded company.

Icahn's proposal relies on the support of both Southeastern Asset Management and T. Rowe Price, an institutional shareholder, which previously stated a lack of support for Silver Lake's $13.65 a share offer.

Southeastern Asset Management, one of Dell's ( DELL) largest independent shareholders, said earlier in April both a $14.25 a share proposal by the Blackstone Group ( BX) and a $15 a share proposal by Carl Icahn to buy the struggling PC-maker were superior to the company's proposed $24.4 billion buyout deal with founder Michel Dell and Silver Lake.

Southeastern's support for either proposal indicated that Icahn was still gunning for Dell, despite media reports to the contrary.

Icahn's proposal for the acquisition of up to 58% of Dell's shares hinges on support from Southeastern Asset Management and T. Rowe Price, in addition to the roughly $1 billion stake Icahn Enterprises holds in the Dell's shares.

Those shareholders now have more limited options.

"The Special Committee has obtained two preliminary alternative proposals, both of which we view as superior to the Michael Dell / Silver Lake buyout," Mason O. Hawkins, Southeastern chief executive, said in an April letter assessing all takeover proposals.

The special committee was formed by Dell's board of directors to solicit competing bids to Michael Dell and Silver Lake's offer for the company.

"We view these proposals as superior primarily because each offers shareholders the opportunity to remain owners of Dell while also offering a higher cash price to owners who choose to exit their investment," Hawkins wrote.

To be seen is whether investors such as Southeastern Asset Management now cast their support for Icahn's proposal, or if they try to negotiate with Silver Lake's offer.

Southeastern previously criticized the initial offer as an insufficient price that wouldn't give shareholders commensurate payment for Dell's cash stockpile or the acquisitions the company has made in an effort to shift from PC's to tech services such as IT security, cloud computing and databases.

The activist investor has indicated investment bank Jefferies is willing to finance his proposal. Still, a firm offer by Icahn for Dell has yet to be submitted.

Silver Lake, however, has financing in place and an offer that Dell's board of directors already has accepted.

For more on Dell's prospects, see why Dell's buyout marks a fork in the restructuring road for struggling tech sector giants.

Also see why Carl Icahn's $15 a share 'devils bargain' could be the best offer for underwater Dell shareholders.

-- Written by Antoine Gara in New York

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