Judge rules Dell privatization deal underpaid investors
Three years ago, Michael Dell took his namesake firm off the stock market after successfully convincing a requisite majority of shareholders to accept a $24 billion privatization offer. But the executive and his allies at Silver Lake Partners didn’t have as much luck with Vice Chancellor J. Travis Laster of Delaware’s special corporate court, who last week determined that the deal severely undervalued the company.
In a ruling uncovered by Reuters this morning, the judge wrote that the buyout price was 22 percent lower than it should have been. The decision comes in response to a lawsuit brought by a group of dissatisfied shareholders shortly after Michael Dell’s privatization effort received the green light. But while it vindicates their stand, Vice Chancellor Laster’s verdict represents only a partial victory for the plaintiffs, who argued that they should have been paid more than twice as much as they were under the buyout.
And the compensation that Dell can expect to pay will represent an even smaller percentage of suite’s original price target in practice. Its lawyers had most of the roughly 40 million shares covered under the suit crossed out by seizing upon a mistake that owner T. Rowe Price Inc. made during the privatization negotiations. Namely, the mutual funds giant accidently voted in favor of the deal despite expressing vocal opposition to it ahead of the investor meeting where the decision was made. That leaves only about 5.2 million shares eligible for reappraisal, most of which belong to an Illinois hedge fund called Magnetar Capital LLC.
In total, the ruling is set to cost Dell a little over $20 million plus interest, a relatively minor expense that probably won’t be keeping its leadership team up at night. After all, the case could have had a much bigger impact on the company’s finances and its ongoing $62 million merger with EMC Corp., which is already facing enough hurdles as it is.
Image via Pixabay
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