Dell accepts founder's new buyout deal with added dividend

A special committee of Dell's board agrees to Michael Dell's new offer, which increases the purchase price to $13.75 per share and includes a special dividend of 13 cents per share.

Michael Dell
Michael Dell James Martin/CNET

Dell's Special Committee of the Board of Directors has entered into a revised agreement with its founder Michael Dell and his partner Silver Lake Partners.

The company said on Friday that it has agreed to Dell's recently announced $13.75-per-share offer. The parties have also agreed to a special dividend that will be paid to shareholders at or before closing of 13 cents per share. The third-quarter dividend of 8 cents per share, which was already in place, will also be paid. All told, as much as $470 million in increased value is represented in the new deal.

Michael Dell and Silver Lake's initial offer was to acquire the PC maker for $13.65 per share. However, after investor Carl Icahn came in with his own alternative deal and major shareholders indicated an unwillingness to accept Michael Dell's original offer, the founder came back with an increased offer of $13.75 per share. The special dividend, as well as the company's planned third-quarter dividend, were not originally included in that deal.

The crown jewel in the deal, however, is a change Dell has made to its voting policies. Previously, if a shareholder didn't vote in the election to determine whether the deal should be made, it would have counted as a "no" vote. In the offer Michael Dell presented to his company's board last week, he asked that only the votes that are cast be counted.

In Friday's statement, Dell confirmed that it has made that change. Alex Mandl, chairman of the Special Committee, said that the governing body "does not believe it is appropriate to count shares that have not been voted as having been voted in support of any particular alternative."

By accepting the deal, Dell's board pushed off the vote that was supposed to be held Friday to determine if the company should go private on September 12. Carl Icahn, who has been a vocal critic of the deal, which would bring Dell private and put it firmly under the control of its founder, filed a lawsuit Thursday trying to make the company hold the vote Friday on the initial offer. That has obviously not happened.

When that vote is held on September 12, it'll have the full support of the company's board. In his statement Friday, Mandl said that the Special Committee urges "all shareholders to support this transaction."

This story has been updated throughout the morning.

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