Dell Appraisals Demanded by T. Rowe to
By Miles Weiss - Nov 27, 2013 4:47 PM ET [revised Nov 28, 2013 2:31 PM ET]
T. Rowe Price Group Inc. (TROW) and more than 100 other Dell Inc.
shareholders who control a combined 47.5 million shares spurned the
company’s buyout offer to seek a potentially higher payout through the
Delaware court system.
Rowe has demanded appraisal on about 30 million shares held in mutual
funds and client accounts overseen by the Baltimore-based firm, according
to a Nov. 25 legal filing by Dell. Other
shareholders who said they may request an independent valuation by the
Delaware Chancery Court include Magnetar Capital LLC, an Evanston,
Illinois-based hedge-fund firm run by Alec Litowitz; the
New York State Common Retirement Fund; and New York-based Loeb King
Capital Management. The 47.5 million shares in about 200 shareholder
accounts represented 2.7 percent of Dell’s outstanding stock at the time
of the buyout.
Michael Dell and private-equity firm Silver Lake Management LLC
completed their $24.9 billion
buyout of the
Round Rock, Texas-based computer company on Oct. 30 after facing
months of opposition from investors led by billionaire
Carl Icahn and Southeastern Asset Management Inc. Icahn initially said
he would demand appraisal rights on about $2 billion of shares he held,
only to reverse course last month and accept the offer of $13.75 a share.
Under Delaware law, shareholders who deem a takeover offer too low can
petition the chancery court to value their holdings. To exercise this
right, shareholders must notify the company that they are demanding
appraisal rights prior to a vote on the buyout, and they must refrain from
casting their ballot in favor of the transaction.
Shareholders who give notice that they are demanding appraisal rights have
60 days from the completion of the buyout to change their mind and accept
the bid. Brian Lewbart, a T. Rowe spokesman, declined to comment on
whether the money-management firm would follow through with the appraisal
process, which can take several years and cost millions of dollars.
“We are aware of the list of those who plan to exercise appraisal rights
and will work within the process” followed by the Delaware courts,
David Frink, a Dell spokesman, said in a telephone interview.
an appraisal, the Delaware court can award an amount higher or lower than
the takeover price. Claims are often settled before a ruling.
contact the reporter on this story: Miles Weiss in Washington at
contact the editor responsible for this story: Christian Baumgaertel at
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