Bloomberg News

Dell Directors Sued Over $24.44 Billion Management Buyout

February 07, 2013

Dell Inc. (DELL:US) Chief Executive Officer Michael Dell and other company directors were sued by an investor over claims the computer maker’s board is shortchanging shareholders in a $24.4 billion management-led buyout.

Dell, who owns more than 15 percent of the third-biggest computer maker, abused his status as the company’s top executive and board chairman by leading the buyout, lawyers for Dell investor Catherine Christner said yesterday in a lawsuit filed in Delaware Chancery Court.

Directors are violating legal duties to shareholders by allowing the company’s founder and a private-equity fund to “obtain Dell on the cheap,” Christner’s attorneys said in the complaint.

Dell and Silver Lake Management LLC will pay $13.65 a share for the company, officials said. That’s 25 percent more than the closing price of $10.88 on Jan. 11, the last trading day before Bloomberg News reported discussions about taking the company private. Michael Dell is taking back majority control of the company he founded as part of the deal.

David Frink, a spokesman for Round Rock, Texas-based Dell, declined to comment yesterday on Christner’s suit over the management-led buyout.

Dell’s stock has lost more than half its 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.

More Leeway

By going private after a quarter-century as a publicly traded company, Dell is seeking more leeway to cut jobs and adopt strategy shifts needed to court high-margin customers spending billions of dollars on data centers.

Dell, which trails Hewlett-Packard Co. (HPC:US) and Lenovo Group Ltd. in the PC market, rose 10 cents to $13.52 yesterday in Nasdaq trading. Its stock plummeted 31 percent last year as it struggled to adapt to the industrywide shift to smartphones, tablet computers and cloud computing services.

In a filing with the U.S. Securities and Exchange Commission, Dell and Silver Lake officials said they’ve set a Nov. 5 deadline for completing the leveraged buyout.

Christner’s lawyers contend that the buyout offer is a 22 percent discount to the value of Dell’s stock in February 2012 and is timed to take advantage of the company’s challenges.

Dell is in the midst of a push to diversify its business away from computer manufacturing to “one based upon end-to-end IT solutions,” according to the complaint. That helped depress the company’s shares and made it easier for Dell to initiate the going-private offer, the investor’s attorneys said in the complaint.

“The board failed to leverage Dell’s superlative long-term prospects to extract a substantial premium for the company’s shareholders,” Christner’s lawyers said.

The case is Catherine Christner v. Dell Inc., 8281, Delaware Chancery Court (Wilmington).

To contact the reporter on this story: Jef Feeley in Wilmington, Delaware at jfeeley@bloomberg.net

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net


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