|By Maureen O'Gara||
|February 5, 2013 10:05 AM EST||
After 25 years as a public company, the Dell board met Monday night to approve an offer to take the company private for $24.4 billion.
The deal, which values Dell at $13.65 a share, was announced Tuesday morning. The stock closed at $13.27 Monday, down 2.6%.
Stockholders still have to approve the buyout. The agreement gives the company 45 days to "go shop" and find a better deal. It would mean a $180 million termination fee.
Taking Dell private is supposed to give the one-time PC leader now under pressure from Apple and the tsunami it released the chance to get into mobile computing. It also wants to catch up with the cloud and sell to the enterprise.
Silver Lake Management is putting an unstated amount believed to be around a billion dollars in the buyout, Microsoft another $2 billion in what was called a loan. Microsoft won't get a board seat, but it is expected to get Dell to sell more of its software.
Founder Michael Dell, 47, who will remain chairman and CEO, has pledged his 14% stake in the company, worth over $3 billion, and will top it up with a reported $700 million in cash from his private investment firm, less than previously speculated, to give him majority control of the company.
The announcement said "Mr. Dell recused himself from all board discussions and from the board vote regarding the transaction." He first broached the idea to the board last August.
The billions the company has in the bank, reportedly including money from offshore accounts, will be used to pay stockholders and $15 billion in debt from four banks has been arranged to keep the company afloat. Those banks include BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets.
The price was described as a premium of 25% over Dell's closing share price of $10.88 on January 11, the last trading day before rumors of a possible going-private transaction were first published; a premium of approximately 35% over Dell's enterprise value as of January 11; and a premium of approximately 37% over the average closing share price during the previous 90 calendar days ending January 11.
In a canned statement Michael Dell said, "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. Dell has made solid progress executing this strategy over the past four years, but we recognize that it will still take more time, investment and patience, and I believe our efforts will be better supported by partnering with Silver Lake in our shared vision. I am committed to this journey and I have put a substantial amount of my own capital at risk together with Silver Lake, a world-class investor with an outstanding reputation. We are committed to delivering an unmatched customer experience and excited to pursue the path ahead."
It's utterly unclear if Dell, which once had a market cap of $100 billion, can reinvent itself and recapture an edge with the new strategy. It's unknown what Michael might do to right the ship. Observers think Dell could become a one-stop technology shop but has to make the pieces work together. The company is expected to still sell PCs no matter what. Its shipments were down 12% last year presumably due to smartphones and tablets.
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