Sept 12 (Reuters) – Michael Dell won shareholder approval on
Thursday for his $25 billion offer to buy and take Dell Inc
private, ending months of conflict with the company’s
largest investors and removing the uncertainty surrounding the
world’s No. 3 PC maker.
Partnering with private equity house Silver Lake, the
billionaire CEO offered $13.75 a share, plus a 13-cent special
dividend, to take private the company he founded in a college
dorm room in 1984, in what would be the biggest leveraged buyout
since the financial crisis.
Here are the major events that have transpired in the
months-long battle that followed almost half a year of
behind-the-scenes negotiations.
Feb. 5 – Michael Dell and Silver Lake’s buyout offer is
announced and a 45-day “go shop” period commences during which a
special board committee solicits rival offers.
In all, Dell contacts 67 parties.
Feb 8 – Opposition from major shareholders grows on the
perception the $13.65 a share Michael Dell and Silver Lake offer
undervalues the company. By the end of the week, some of the
largest shareholders – Southeastern Asset Management, Harris
Associates LP and Yacktman Asset Management and Pzena Asset
Management – express opposition to the deal.
March 5 – Icahn informs Dell’s board he is a substantial
shareholder, later revealing he owns $1 billion in stock.
March 7 – Icahn demands Dell pay $9 a share in special
dividends and combine its annual shareholders meeting with a
special meeting convened to vote on the CEO’s buyout offer. He
threatens a proxy fight and “years of litigation” if Dell
rebuffs him.
March 11 – Icahn gets a confidential look at Dell’s books.
March 22 – Blackstone and Icahn Enterprises send separate
proposals to the special committee. Blackstone, which teamed up
with Francisco partners and Insight Venture partners, offers
more than $14.25 per share for the entire company.
Icahn offers about $15 per share for 58 percent, the first
of several counter-offers designed to give shareholders an
alternative to Michael Dell’s bid.
Under both proposals, Dell would remain a public company.
March 25 – Icahn starts initial talks with Blackstone,
opening the door to an alliance with the private equity firm.
March 29 – Michael Dell warns of the danger of taking on a
lot of debt and remaining public, calls the Blackstone and Icahn
offers fraught with risk.
April 5 – Blackstone Group makes plans in-depth analysis of
the company. Dell’s special committee says it will give Icahn
the same expense reimbursement available to the other two
bidders if he does not threaten or embark on a proxy fight.
April 9 – Southeastern Asset Management issues an open
letter arguing the company’s proxy statement fails to make a
compelling case for accepting the Michael Dell-Silver Lake
offer. It casts doubt on the integrity of the filing, saying:
“The board’s sudden rush to sell is triggered by one thing: Mr.
Dell’s desire to buy.”
April 16 – Dell strikes a deal with Icahn to limit his
investment in the company.
April 19 – Blackstone withdraws from Dell buyout process,
citing a “rapidly eroding financial profile” and an
unprecedented 14 percent market decline in PC volume. Dell
shares fall to a two-month low of $13.40.
April 24 – Several of the Oakmark Funds sell Dell shares
after Blackstone ends its pursuit of the computer maker.
April 29 – Venture capitalist James Breyer plans retirement
from Dell board.
May 6 – Dell acquires cloud-management company Enstratius.
May 10 – Icahn and Southeastern Asset Management propose a
deal that gives shareholders $12 in cash for every share they
own, as well as allow them to keep their stock.
May 13 – Icahn and Southeastern unveil candidates for a new
board.
May 16 – Dell reports a 79 percent slide in fiscal first
quarter profit as personal computer sales continue to shrink.
June 5 – Dell’s special board committee says Icahn is almost
$4 billion short of the cash needed to fund his proposal for a
$12-per-share special dividend. Continues to recommend buyout
offer from Michael Dell and Silver Lake.
June 18 – Icahn says he is now the company’s largest
external shareholder, with Southeastern selling nearly $1
billion of its stock to him at $13.52 a share. He proposes Dell
commence a tender offer for about 1.1 billion Dell shares at $14
apiece.
Icahn also lays out his plan to finance his deal, including
offering $2 billion from himself and affiliates if needed.
June 21 – Michael Dell says he opposes any leveraged
recapitalization and calls for shareholders to support his
proposal.
July 3 – Several large shareholders, who collectively own
more than 5 percent of the company, urge the board to draw up a
contingency plan in case the buyout fails.
July 8 – Major proxy firms, including ISS, recommend that
shareholders accept Michael Dell’s offer, boosting his position.
July 10 – Icahn urges shareholders to vote against the
buyout and suggests they pursue in court their legal right to an
appraisal of the fair value of the shares.
July 12 – Icahn and Southeastern Asset Management raise
their bid for Dell by adding a warrant they say would value each
share at between $15.50 and $18, up from $14.
July 18 – Shareholder meeting delayed.
July 24 – A second shareholder meeting on the buyout is
adjourned. Michael Dell raises his bid by 10 cents to $13.75 a
share, but adds requirement that a majority of votes cast be
enough to seal the deal.
July 31 – The special committee rejects Michael Dell’s
demand, but says it is willing to move forward the vote’s record
date, which determines eligibility.
Aug 1 – Icahn files a lawsuit against the company and its
board in Delaware asking court to fast-track the case and
prevent any substantial voting requirement changes, including
changing the record date, and reject Michael Dell’s requirement
that absentee or non-votes be discounted.
Aug 16 – Judge refuses the activist investor’s fast-track
bid, dealing a serious blow to his legal campaign.
Sept 9 – Icahn throws in the towel, saying in a public
letter to shareholders his battle was “impossible to win.”
Sept 12 – Preliminary voting results show Michael Dell and
Silver Lake have clinched shareholders’ approval to go ahead
with the buyout, ending months of conflict and removing a cloud
of uncertainty that has hung over the company.
