Dell Earnings Don't Matter If Icahn Campaign Hardens

NEW YORK ( TheStreet) -- Dell's ( DELL) earnings, no matter how bad they are, will take a backseat to a campaign being run by activist investor Carl Icahn to scuttle the PC-maker's $13.65 a share takeover by Silver Lake Partners and founder Michael Dell.

Dell's earnings are coming about a week ahead of schedule and CNBC reports the company may miss estimates. The question is whether earnings will have any material impact on Icahn's interest in competing for Dell after other bidders dropped out of the running for the struggling PC maker.

Already, 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.

Icahn has indicated in recent media reports Microsoft ( MSFT) or Hewlett-Packard ( HPQ) could buy Dell's declining PC unit, as he tries to extract value from a burgeoning enterprise division.

Dell and its shareholders await specifics from Icahn on how he would finance a dividend of $12 a share in cash or additional shares.

Icahn has yet to submit a formal, fully financed offer for Dell's board of directors to consider, after it accepted a $24.4 billion offer from the Silver Lake and Michael Dell consortium in February.

Dell formed a special committee to seek higher offers for the company, receiving proposals from Icahn and private equity giant Blackstone Group ( BX), however, the leveraged recapitalization of Dell remains the only alternative to the initial full takeover bid.

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 Dell eventually to agree to Icahn's proposal, the deal would look like a leveraged recapitalization of the company for shareholders who take the $12 cash dividend that Icahn plans to finance using $5.2 billion in debt, Dell's cash stockpile and other unutilized assets.

On Monday, Icahn proposed himself and five other nominees to Dell's board of directors, while Southeastern proposed six nominees.

Whether Icahn and Southeastern succeed in financing a formal offer for Dell or winning the support of shareholders and Dell's board of directors will matter far more than Dell's first quarter earnings.

The consensus estimate among analysts is for Dell to report first-quarter earnings of 35 a share on revenue of $13.5 billion, according to Bloomberg. The company is forecast to post an operating profit of about $820 million as its gross margin comes in at 22.1%.

CNBC reports Dell's revenue may hit expectations, but that the company earnings per share may come in at 20 cents, missing estimates.

A significant earnings miss may convince some shareholders to take the certainty of Silver Lake's cash buyaout over Icahn's riskier, but possibly more lucrative recapitalization, according to ISI Group analysts.

-- Written by Antoine Gara

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