Battle for Dell risks customer confidence, analysts say

With Michael Dell still battling to get his US$24.4 billion buyout deal approved by shareholders, his company needs to avoid a long, drawn-out battle that could erode customer confidence, analysts say.

Dell recently released details about counteroffers to the proposed purchase by Michael Dell and equity investor Silver Lake, who have offered $13.65 per share to take the company private. The deal was announced February 5, and several counteroffers are pending.

Some signs suggest the proposed deal could fall apart, with some big Dell shareholders, including Yacktman Asset Management and Southeastern Asset Management, opposing the buyout on the grounds that it undervalues Dell.

Counteroffers include a proposal by equity firm Blackstone Group, which approached Southeastern Asset Management and TPG about possible alternative bids. The current offer by Silver Lake and Michael Dell included a $2 billion loan from Microsoft, and debt financing commitments from Bank of America, Merrill Lynch, Barclays, Credit Suisse, and RBC Capital Markets.

SEC documents tell the tale

Dell filed documents with the U.S. Securities and Exchange Commission last week, giving its shareholders a chance to examine any alternative offers and their risk factors. The documents will give shareholders a chance to ensure there is no deception and that there are no better offers on the table than the proposed $24.4 billion deal. Shareholders are usually looking for the highest price for their shares.

It's clear that some shareholders won't back the current deal because they think there's not enough money on the table. "They could go back and forth through several rounds," said James Post, professor in management, markets, public policy and law at Boston University "It could be settled in as little as 30 to 60 days. It could be much longer than that."

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The deal could get tied up as Dell and dissident shareholders make their cases to shareholders about specific offers, and each maneuver could take months, Post said. There may even be legal proceedings, which would take up even more time, Post said.

Some shareholders will lose money on the current deal, and Dell may end up spending more to win them over, something it clearly wants to avoid, Post said.

"If this deal is going to be accomplished, it will be because the big investors have put the document under the microscope and they're convinced their ownership is being ... rewarded. Otherwise they are going to turn it down," he said.

Analysts expect that Michael Dell will have to raise his current offer.

"I expect that the final price per share to acquire Dell will be higher than what was initially offered," Charles King, principal analyst at Pund-IT, said via email. "I also believe that if Michael Dell is not involved in the final deal, that the winning bidders could be paying a premium for the company that will be difficult to manage or sustain," he said.

Any wrangling in the buyout process could erode Dell's value and shake customer confidence, and it's in the best interest of all parties to get a deal done soon, King said.

How Dell could change

There are multiple scenarios under which Dell could get purchased, but the new owners need to be on board with Michael Dell's vision of moving further into enterprise systems and software and dialing down on PCs, said Roger Kay, principal analyst at Endpoint Technologies Associates.

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Dell has been trying to move away from low-margin PCs and instead emphasize higher-value hardware, service and software offerings. It has bought around 25 companies since 2007 to expand its enterprise product portfolio, but is struggling to package the products into cohesive offerings. Dell has said its enterprise plans will remain intact in case of a buyout.

Shareholders are right to be suspicious of Michael Dell because he is on both sides of the proposed deal, Kay said, meaning his interest in buying the company could conflict with shareholders' desire to get the highest price for their shares. Dell may also try to block any deal that moves away from the direction he has laid out for the company, Kay said.

"I don't see Michael cooperating with any other group. So, an alternative proposal seems like a long shot," he said.

It's unlikely a rival deal would match Michael Dell's vision for the company, according to Ezra Gottheil, analyst at Technology Business Research, so the company could remain public if Michael Dell's original offer is not accepted.

"He has a vision for Dell that includes all the major pieces, and he would prefer staying public to dismemberment," Gottheil said.

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