DELL POSTPONES SHAREHOLDER VOTE

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Los Angeles Times Story
By Andrea Chang

Dell Inc. has postponed a shareholder vote on its
$24.4-billion buyout plan, a sign that not enough
investors were on board with founder and Chief
Executive Michael Dell’s bid to take the company
private.

The PC maker delayed the vote Thursday shortly
after it began a special meeting of shareholders
in Round Rock, Texas, where the company is based.
Dell released a short statement saying no vote was
taken on the proposed transaction before the meet-
ing adjourned.

Many large investors had signaled their opposition
to the plan in the days leading up to Thursday’s
gathering. With its future on the line, Dell will
try to woo supporters with the extra time.

The meeting was pushed back to Wednesday afternoon.
The record date for stockholders entitled to vote
remains June 3.

Under Michael Dell’s going-private proposal ann-
ounced in February, the struggling PC maker would
be acquired by the founder and investment firm
Silver Lake for $13.65 a share. Microsoft Corp.
would invest $2 billion.

That bid faces a competing offer by billionaire
activist investor Carl Icahn and Southeastern
Asset Management. Under their plan, Dell would
remain a public company and shareholders would
receive $14 a share and a warrant for every four
shares that they tender. The warrants could be
used to purchase Dell shares for $20 in the future.

Icahn and Southeastern Asset Management released
a statement Thursday saying it was “unfortunate,
although not surprising” that Dell had delayed
the special meeting.

“We believe that this delay reflects the unhappi-
ness of Dell stockholders with the Michael Dell/
Silver Lake offer, which we believe substantially
undervalues the company,” the statement said.
“This is not the time for delay but the time to
move Dell forward.”

Icahn has been vocal about his opposition to Mich-
ael Dell’s plan and has repeatedly sweetened his
offer to persuade shareholders to vote against the
founder’s plan. He has also publicly slammed Dell’s
board and indicated that if his plan succeeded he
would replace Michael Dell as company CEO.

It’s unclear whether Michael Dell and Silver Lake
will up their offer. Before Thursday’s meeting,
they signaled that they didn’t intend to do so.

If a deal falls through, it would be a blow for
Dell, who founded the company that would become
Dell from his college dorm room, and would probably
mean a significant drop in Dell’s stock price.

Shares of Dell were up 27 cents, or 2.1%, to

$13.15 at 10:55 a.m. PDT on Thursday.


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