By Josh Kosman
Last Updated: 1:10 AM, July 23, 2013
Posted: 12:10 AM, July 23, 2013
Dell Inc. may delay a
shareholder vote on a $24.4 billion buyout offer from founder Michael
Dell and private-equity firm Silver Lake for a second time, The Post
Dell shareholders are
scheduled to vote on the $13.65-a-share takeover proposal tomorrow,
but Dell’s special committee is weighing pushing back the vote again,
After months of lobbying,
Dell delayed the shareholder vote set for last Thursday to buy more
time to persuade shareholders to change their vote or cast their
ballots. Several big investors were vocal in their opposition to the
plan ahead of the gathering.
Dell Inc. may be
forced to push for a second postponement of its shareholder vote
over the plan by founder Michael Dell (above) to take the PC
The latest delay would
allow Dell to move forward the date of record for shareholders who are
eligible to vote on the deal. The current date of record for
stockholders entitled to vote is June 3.
Under Delaware law, Dell
should hold the shareholder meeting within 60 days of the record date,
or Aug. 3; otherwise, it will need to establish a new record date for
Holders of 22 percent of
Dell’s shares who were able to vote did not cast their ballots last
week before Dell postponed that vote at the last minute. Shares that
aren’t cast are counted as no votes against the deal.
With the future of the
struggling PC maker on the line, there is speculation that some
investors who did not vote have sold their shares but owned them as of
the record date.
“It’s an easier deal to get
done if you change the record date,” a significant Dell shareholder
Dell declined to comment.
A lawyer who has advised
boards and special committees said he is wondering at what point the
company pressures Michael Dell to sweeten his offer.
“When does the committee
say there are no further extensions?” said the lawyer, who asked to
“You have to call
everybody’s bluff,” he added.
Dell’s shares slipped 12
cents to $13.02 yesterday.
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