Dell moves to boot T.
Rowe from appraisal case
Michael Dell is seeking to prove that mutual fund giant T. Rowe Price
doesn't deserve a penny more than the $13.75 a share paid to other
shareholders for Dell's 2013 going-private transaction.
Dell asked a Delaware Chancery Court judge to decide whether T. Rowe
should be allowed to continue its pursuit for more money given new
"evidence" that it voted in favor of the transaction. T. Rowe should
be "put to proof" on its claims in light of the new evidence, Dell's
lawyers said in a letter to the judge that was unsealed Friday.
the computer company private in 2013 for $25 billion, or $13.75 a
share. T. Rowe Price publicly opposed the deal and is now the lead
petitioner in a Delaware court case seeking more money.
On May 4th,
USA TODAY reported that T. Rowe voted in favor of the transaction
despite publicly rejecting the deal's price tag leading up to the vote
-- and afterward in court filings.
contradictory voting record threatens to undermine its position that
it deserves more than $13.75 a share.
to save a lot of money if it succeeds in booting T. Rowe from the
case. T. Rowe is not only the lead petitioner in the case, but also
the largest shareholder with close to 30 million Dell shares.
On May 6th,
Dell's lawyers questioned T. Rowe manager Kenneth Allen about when he
learned that T. Rowe had actually voted in favor of the deal,
according to the May 8th letter.
portfolio manager for the T. Rowe Science and Technology fund, said he
had learned of an "anomaly" in the voting in "the latter half of
2014," according to the letter.
Allan attributed the voting "anomaly" to ISS, a firm that advises
shareholders on how to vote and often casts votes for shareholders,
according to their instructions.
T. Rowe Petitioners can demonstrate to the Court's satisfaction that
their shares were not voted in favor of the merger, notwithstanding
the instructions that ISS gave, the shares in question should be
excluded from receiving the appraisal remedy," Dell's lawyer, Gregory
Williams, said in the May 8th letter.
companies are required to publicly disclose their voting records once
a year. In this case, T. Rowe opened the door to its massive stash of
voting records in August 2014 -- a full year after the controversial
Dell deal went to a vote.
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