Dell board recommends Silver Lake offer

Computer giant files material with US authorities in connection with July special meeting

In an open letter issued to shareholders, Dell’s board said it “unanimously recommend that [shareholders] vote to approve the transaction by voting for the Michael Dell/Silver Lake merger agreement”. Photograph: Reuters/Thomas Peter
In an open letter issued to shareholders, Dell’s board said it “unanimously recommend that [shareholders] vote to approve the transaction by voting for the Michael Dell/Silver Lake merger agreement”. Photograph: Reuters/Thomas Peter

The board of Dell has recommended that shareholders accept an offer from Michael Dell and Silver Lake to buy the company and take it private.

The company today filed proxy materials with the Securities and Exchange Commission in connection with a special meeting scheduled for July 18th.

In an open letter issued to shareholders, the board’s directors said they “unanimously recommend that [shareholders] vote to approve the transaction by voting for the Michael Dell/Silver Lake merger agreement”.

“Having conducted a thorough and probing review of Dell’s challenges and opportunities, we believe that the risks and uncertainty of a standalone public company are high and that the transaction we have negotiated offers superior value for Dell stockholders,” the letter said.

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Last month Carl Icahn and Southeastern Asset Management, two of Dell’s largest shareholders, challenged the management-led buyout, and threatened a proxy fight if their own offer was not endorsed.

Mr Icahn and Southeastern proposed offering shareholders $12 a share in cash or newly issued stock. Although lower than Mr Dell's offer, such a structure would allow shareholders to continue holding stock in the company, giving investors an opportunity if the struggling PC maker could turn itself round.
– Copyright: Financial Times Service 2013