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Michael Dell’s Buyout Scheme Gets ISS Backing

ISS estimates that a private Dell would be able to turn itself around quicker than if it stayed public

Michael Dell's scheme to take the company he started in his dorm room 30 years ago private for $13.65 a share got backing Monday from Institutional Shareholder Services (ISS), the biggest of the shareholder advisory firms.

The news, which represents a sudden about-face for ISS compared to its position last week according to Bloomberg, didn't come a moment too soon.

Last Friday word leaked out that Michael and private equity house Silver Lake Partners refused to up the original $24.4 billion bid although the board's special committee, responsible for weighing offers for the company, recommended a sweetener. As a result Dell shares dropped to $13.03 on fears the proposal might fall apart.

Now the committee has gotten behind the ISS recommendation.

Stockholders are supposed to vote on the proposal on Thursday, July 18 and the results are expected to be close. The ISS recommendation could turn the trick and poke a sharp stick in the claims by activist shareholder Carl Icahn that Michael's offer values the company unfairly and cuts existing shareholders out of any turnaround.

ISS said Michael's deal "offers a 25.5% premium to the unaffected share price [before news of the leveraged buyout offer broke in February], provides certainty of value, and transfers the risk of the deteriorating PC business and the company's on-going business transformation to the buyout group," which is what the special committee has previously argued.

ISS said Icahn's proposal, which would have Dell go deeper into debt to pay off shareholder was undeniably risky because "shareholders cannot actually elect it in lieu of the proposed go-private transaction."

"The issue facing Dell shareholders at this meeting has been framed in some media commentary," it said, "as a choice between the sale to Michael Dell and Silver Lake Partners, or the leveraged recapitalization proposed by Icahn and SAM [Southeastern Asset Management Inc]. It is not. The alternative to accepting the buyout offer is to continue holding equity in a publicly traded Dell, with continued exposure to the risks and rewards of ownership."

ISS estimates that a private Dell would be able to turn itself around quicker than if it stayed public and therefore had a better chance of succeeding. Icahn's plan would leave a stub of the company public.

Michael Dell thinks he can rebuild Dell as a supplier of software and data center gear, shaking loose of the company's dependence on PCs, which were down in the double digits in Q1. He is expected to boost spending on acquisitions, R&D and sales staff and chase after emerging markets.

By the time the stock market closed on Monday Dell's stock had perked back up to $13.44.

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Maureen O'Gara the most read technology reporter for the past 20 years, is the Cloud Computing and Virtualization News Desk editor of SYS-CON Media. She is the publisher of famous "Billygrams" and the editor-in-chief of "Client/Server News" for more than a decade. One of the most respected technology reporters in the business, Maureen can be reached by email at maureen(at)sys-con.com or paperboy(at)g2news.com, and by phone at 516 759-7025. Twitter: @MaureenOGara

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