Tags: appraisal rights, Carl Icahn, Dell, M&A, Michael Dell, Silver Lake
I’ve made fun of Carl Icahn’s involvement in Dell a few times, because it has been pretty nutty and half-baked, but I hope that doesn’t obscure my fundamental fondness for the man. I sometimes think that we’re a lot alike: we both come to work every day with the goal of being amused by the financial world. He has billions of dollars, though, so he can create his own amusements. But then they become my amusements too, and I’m grateful.
Anyway this is pretty cute:
Dear Fellow Dell Stockholders:
We are in the process of perfecting our right to seek appraisal of our Dell shares and we believe that you should also perfect your appraisal rights. Under Delaware law if a merger occurs and you did not vote for it, you are entitled, through appraisal, to the fair value of your shares as determined by a Delaware court. We have done a great deal of due diligence concerning the value of Dell, and as we have said in the past, we believe the $13.65 merger price substantially undervalues your Dell shares, and we believe if you seek appraisal, you will receive more. BUT WHAT IS MOST IMPORTANT ABOUT SEEKING APPRAISAL IS THAT YOU CAN CHANGE YOUR MIND ABOUT APPRAISAL UP TO 60 DAYS AFTER THE MERGER AND STILL TAKE THE $13.65 PER SHARE. During the “free 60 day period” we believe Dell may wish to negotiate with those that sought appraisal and possibly pay a premium over $13.65 to get them to settle and drop their appraisal claims, as explained below. To add a new twist to an old saying, “you can have your cake and eat it too”.
What is he up to? Read more »
Tags: Carl Icahn, Dell, Icahn Enterprises, ISS, LBOs, M&A, Michael Dell, Silver Lake, Southeastern Asset Management
With today’s ISS report endorsing the Michael Dell / Silver Lake buyout of Dell, and with the market up on the likelihood that the deal will go through when shareholders vote on July 18, I suppose it’s about time to start the postmortems. How do you see the winners and losers? The opposition, led by Southeastern Asset Management and Carl Icahn, look increasingly like goofballs. Like: here was Dell, with a cash takeover signed at $13.65 per share and no competing bidders in sight. Southeastern and Icahn teamed up delightfully to both sell low and buy high: Southeastern sold millions of shares at below the deal price,1 while Icahn’s average cost in his shares appears to be at least $13.70. Throw in his share of the proxy solicitation costs and he’s out about $12 million, plus whatever he paid for the rather uninspiring financing commitments for his hypothetical tender offer, though to be fair those seem to have been payable mostly to himself. Anyway here:2 [Update: wasn't counting the June $0.08 dividend in his basis; if you include that then he's basically breaking even rather than losing $12mm. Correct chart in the footnote.2A]
Is $12mm or so a lot for Icahn to lose? No obviously not. Read more »
Tags: Carl Icahn, Dell, M&A, Michael Dell, Silver Lake, term loan Bs
The latest in the Dell saga is that Carl Icahn has announced that he’s got the money to do his $10-to-$14-or-whatever-a-share tender offer, and by “money” of course I mean commitments from lenders that are contingent on the tender offer happening, which itself is contingent on a bunch of other things, including Dell shareholders voting down the Michael Dell / Silver Lake buyout, another deal not materializing, Carl Icahn winning a proxy fight and electing directors who think that the tender offer is a good idea, and those directors approving the tender offer.1 When I first saw this, I figured the committee meetings for Icahn’s banks must have been kind of fun? Like: you’re probably not going to get hit on this? But if you do, my lord, what have you gotten yourself into?
But then I saw the commitments and realized the meetings were pretty easy; they mostly went like: Read more »
Tags: Carl Icahn, Dell, LBOs, M&A, Michael Dell, PowerPoint, presentation skills, Silver Lake
I submit to you that Michael Dell’s “presentation to investors” filed today will tell you everything you need to know about Dell, even if you don’t read it. Just look at it! Here, for instance, is the slide justifying the $13.65 price that Michael Dell and Silver Lake are paying to LBO the company:
Why is this a PowerPoint presentation? It’s all like this – 8 pages of dense bullet-point text, no graphics, no charts, no tables, no nothing. Just words. In complete sentences. Write a letter, man! You run a computer company. You have made a serious error in choosing the right software for your purposes.
The message of the presentation is the same mildly confusing message that Dell has been pushing for a while: Read more »
Tags: accounting fraud, Ebix, Goldman Sachs, M&A
This is a not a phrase that you see a lot in the M&A context:
We want to thank Goldman Sachs for their interest in acquiring Ebix and we are naturally disappointed that we could not complete a transaction at this time.
Thanks guys! Really enjoyed getting to know you but it just didn’t work out. Because of the fraud.
Maybe? This Ebix situation is pretty weird. Ebix is a $400mm market-cap company ($800mm yesterday!) that makes, I don’t know, insurance software, or software insurance, or something. Also it may or may not be committing massive accounting fraud. In July 2011, a bunch of people sued it, either because it was committing massive accounting fraud or because they’re manipulative short sellers or just because of a big misunderstanding. The jury is still out,1 though the SEC is looking into it, so maybe there’s something to it?2 Read more »
Tags: M&A, Shuanghui, Smithfield, Starboard Value
I guess when you’re negotiating a merger you always think you’re being clever but when it’s reduced to the affectless blow-by-blow in a merger proxy it can sound a little silly:
On April 19, 2013, Parent [Shuanghui International] sent a revised non-binding written proposal to Smithfield increasing the price per share Parent was willing to pay to $33.50 per share in cash [from $33.00]. Contemporaneously with the delivery of this written proposal, representatives of Parent’s advisors communicated to representatives of Smithfield’s advisors that, while Parent had decided to increase its price by $0.50, the impact of the expected fourth quarter financial results was negatively viewed by Parent. In particular, Parent’s advisors noted that a transaction at this price would be more challenging from a financing perspective and that the expected weakness in Smithfield’s fourth quarter results had significantly limited Parent’s willingness to increase its proposed price and, in fact, that Parent even considered reducing the original proposed price of $33.00 per share in cash.
Oh? “We raised our bid, but JUST SO YOU KNOW, we wanted to lower it, so don’t push us.” Obviously they ended up at $34. Read more »
Tags: Carl Icahn, Dell, LBOs, M&A, Southeastern Asset Management
Carl Icahn seems to have a lot of fun. Today he wrote a crazy letter to Dell shareholders that opens this way:
We take this opportunity to respond to rumors regarding the availability of financing for our proposal for a recapitalization at Dell and to address recent statements by Dell that demean the prospects of Dell. We are amazed by these statements by the Dell Board. In what other context would the person tasked with selling a product actually spend their efforts negatively positioning the very product they are trying to sell? Is that how the supposed “go-shop” was conducted? Can you imagine a real estate broker running advertisements warning of termite danger in a house each time a prospective buyer seems interested?
We can talk about the “recent statements by Dell that demean the prospects of Dell” in the footnotes1; up here let’s talk about Icahn’s “respon[se] to rumors regarding the availability of financing for our proposal for a recapitalization at Dell.” He says later in the letter: Read more »