 "Dell founder sued by investors")
Dell Inc founder Michael Dell, the company's board and private-equity partners backing Dell's bid to take the computer maker private were sued in Texas by investors seeking to block the deal.
Shareholders, led by a private investor and the Mid-South Iron Workers Pension Fund, said the founder's $24.4-billion offer is underpriced when measured against Dell's recent stock buyback program and competing valuations proposed by major stakeholder Carl Icahn, according to the complaint filed yesterday in federal court in Houston.
"After his failed management choices led to significant losses for Dell and a resulting decrease in the company's stock price, defendant Michael Dell is now attempting to take advantage of the company's distressed stock price to buy the company on the cheap just as it is starting to experience a turnaround," John Michael Van Buiten, an investor who seeks to represent other shareholders in a class action, said in the complaint.
Dell and Silver Lake Management LLC's offer of $13.65 a share to take the company private represents a 27 per cent discount from the company's 2012 share price, rather than the 25 per cent premium CEO Michael Dell portrays it to be, according to the Texas complaint. Over the last two years, Dell has been aggressively repurchasing stock at an average price of $15.25 a share, the investors said.
The shareholders also claim the board violated its fiduciary duty by failing to solicit or consider competing bids that didn't allow Michael Dell to "gain a controlling stake in the company and remain as CEO".
Icahn, the billionaire financier, has proposed a competing offer that would pay investors $12 a share in cash or stock while letting them retain stakes in a public company.
Private-equity firm Blackstone Group LP had also researched a possible bid for Dell before withdrawing last month.
Silver Lake Management, Michael Dell's private-equity partner, is contributing about $1 billion in cash toward the proposed acquisition. The firm is named in the suit along with three private-equity entities partly owned by Michael Dell.
Michael Dell is seeking to buy the Round Rock, Texas-based computer maker he created in 1984 so it can remake itself without the pressure of being public as it struggles to compete against smartphones and tablets. He owns 15.6 per cent of the company.
At the time Dell's buyout bid was unveiled in February, company shares had lost more than half their value since January 2007, when Dell resumed his role as CEO, amid investor dismay with management's failure to cope with upstart competitors in mobile and cloud computing.
Shareholders, led by a private investor and the Mid-South Iron Workers Pension Fund, said the founder's $24.4-billion offer is underpriced when measured against Dell's recent stock buyback program and competing valuations proposed by major stakeholder Carl Icahn, according to the complaint filed yesterday in federal court in Houston.
"After his failed management choices led to significant losses for Dell and a resulting decrease in the company's stock price, defendant Michael Dell is now attempting to take advantage of the company's distressed stock price to buy the company on the cheap just as it is starting to experience a turnaround," John Michael Van Buiten, an investor who seeks to represent other shareholders in a class action, said in the complaint.
More From This Section
A similar complaint was filed in Delaware Chancery Court in February.
Dell and Silver Lake Management LLC's offer of $13.65 a share to take the company private represents a 27 per cent discount from the company's 2012 share price, rather than the 25 per cent premium CEO Michael Dell portrays it to be, according to the Texas complaint. Over the last two years, Dell has been aggressively repurchasing stock at an average price of $15.25 a share, the investors said.
The shareholders also claim the board violated its fiduciary duty by failing to solicit or consider competing bids that didn't allow Michael Dell to "gain a controlling stake in the company and remain as CEO".
Icahn, the billionaire financier, has proposed a competing offer that would pay investors $12 a share in cash or stock while letting them retain stakes in a public company.
Private-equity firm Blackstone Group LP had also researched a possible bid for Dell before withdrawing last month.
Silver Lake Management, Michael Dell's private-equity partner, is contributing about $1 billion in cash toward the proposed acquisition. The firm is named in the suit along with three private-equity entities partly owned by Michael Dell.
Michael Dell is seeking to buy the Round Rock, Texas-based computer maker he created in 1984 so it can remake itself without the pressure of being public as it struggles to compete against smartphones and tablets. He owns 15.6 per cent of the company.
At the time Dell's buyout bid was unveiled in February, company shares had lost more than half their value since January 2007, when Dell resumed his role as CEO, amid investor dismay with management's failure to cope with upstart competitors in mobile and cloud computing.