Questions Raised About Status of Lead Petitioners
Considering yesterday’s news report that the lead petitioners in the
Dell appraisal case had voted their shares in favor of the merger,
I have asked counsel to Cavan Partners (the petitioner for Forum
participants) to offer advice of alternatives to continue the
appraisal proceeding with as little disruption as possible.
Based on a research report of fund managers voting for the merger at
Dell’s September 2013 special meeting,
and on spot checks of the SEC filings and website reports of T Rowe
Price and other funds managed by them, 23 of the 24 lead petitioner
claimants owning all but 1,000 of the approximately 32 million shares
appear to have voted “for” the merger.
Our primary concern is the reliable management of the Dell appraisal
proceeding. While we should respect any efforts of T Rowe Price and
their attorneys to present legal theories that their claims are
eligible for dissenter rights to appraisal, those efforts are not
directly relevant to other claims. What we must address is not the
status of the T Rowe price funds as claimants, but their separate
status as lead petitioners.
Relying upon them as fiduciaries will necessarily be complicated
by their concerns about eligibility that are not shared by the
other claimants in the case.
It must also be considered that support of their appointment as
lead petitioners had been based on the statements in the verified
petitions for their specified “Appraisal Shares” that “Petitioners
have not voted in favor of the Transaction.”
It is assumed that claimants, as well as the court and also Dell as
the respondent, will want to be able to rely upon lead petitioners
with uncomplicated interests in an efficient court appraisal of fair
value. Any suggestions of issues or alternatives to be considered will
GL – May 4, 2015
Chairman, The Shareholder Forum
575 Madison Avenue, New York, New York 10022