UPDATED 19:33 EST / JUNE 22 2013

The Rationale for a Private Dell A Blow to Icahn’s Plans

Michael Dell defended the controversial takeover bid for his company in an elaborate presentation entitled “The Rationale for a Private Dell.” The eight-page slideshow, which he used as part of a pitch to investors in a meeting that took place last Friday, outlines a number of good reasons Dell would (and will, if its founder’s plan goes according to the script) perform better without stockholders to worry about.

Michael Dell and partner Silver Lake are offering to privatize the tech juggernaut for $24.4 billion, or $13.65 per share. Dell told investors that going off the market will ease his company’s transition from the struggling personal computer market to the lucrative enterprise space, and argued that the vendor would be better off with only two equality holders. He also noted that a leveraged recapitalization could upset employees and customers, a statement directed at activist investor Carl Icahn and Southeastern Asset Management.

Icahn and Southeastern are among the stakeholders who believe that Dell is worth more than $13.64 per share. In March, the two submitted a plan that would keep the firm public, but mandated the repurchase of more than one billion shares for $14 a pop. The proposal represents a major threat to Michael Dell’s bid, even more so in light of Jefferies’ recent decision to commit another $5.2 billion to Icahn’s cause.

Last month, a special committee of Dell directors questioned Icahn’s and Southeastern’s bid and urged them to prove that it is in fact an “actual acquisition proposal.” The loan from Jefferies will likely go a long way in persuading the panel that the two mean business.

Investors are set to vote on the offer from Dell and Silverlake next month.


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