Dell Board Confirms Buyout Vote Delay

The protracted buyout of Dell just got a bit more protracted after a crucial vote was delayed for another week.

Dell’s board of directors adjourned a meeting scheduled for 18 July where shareholders were to vote on the $24.4 billion (£16bn) buyout proposed by founder and CEO Michael Dell and private equity firm Silver Lake Partners that would take the company private.

The meeting now is scheduled to resume 24 July at 6pm ET.

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The move comes after several days of speculation that the special committee assigned by the directors to investigate options for the company’s future would postpone the vote. The committee reportedly was concerned that the deal didn’t have the support of enough shareholders, and that more time would be needed to either continue to sell the $13.65-per-share (£8.73) bid to investors or to have Michael Dell and Silver Lake increase their offer.

In a statement, Dell officials said the meeting was convened and then adjourned “to provide additional time to solicit proxies from Dell stockholders.”

Some Dell investors voted via proxy ahead of the meeting, possibly giving Dell executives an indication of how the voting was trending. In addition, votes not filed reportedly are counted as “no” votes, increasing the need for more time for Michael Dell and the board to sell the deal.

Activist investor Carl Icahn, who has been critical of Michael Dell’s proposal and has offered a counterbid, said in a statement that the delayed vote “reflects the unhappiness of Dell stockholders with the Michael Dell/Silver Lake offer.”

“It’s pretty clear that management is not confident they had the votes,” Roger Kay, principal analyst with Endpoint Technologies Associates, told eWEEK. “They’re constantly polling the shareholders, and if they were confident they had the 42 percent [of investor votes needed to approve the deal], they would have gone ahead with it.”

This despite reports that several significant shareholders that previously had indicated opposition to the proposal – including investment firms BlackRock, Vanguard Group and State Street Corp. – reportedly had reversed their positions and planned to vote for the deal.

Now Michael Dell and other Dell directors and executives will have another week to talk with shareholders to shore up enough support to get the deal passed. The CEO and Silver Lake officials also will have more time to consider bumping up the price they’re offering, something they’ve been unwilling to do in the days leading up to the 18 July meeting. The $13.65-per-share price represents about a 25 percent premium for investors.

The delay also gives Icahn and stockholder Southeastern Asset Management more time to try to scuttle the deal and have shareholders look at their counterbid as a legitimate alternative.