March 7, 2013 / 8:40 PM / 5 years ago

FACTBOX-Shareholder opposition to Dell buyout plan

March 7 (Reuters) - Dell Chief Executive Michael
Dell has partnered with private equity house Silver Lake and
Microsoft Corp in a $24.4 billion deal to buy the
world's No. 3 personal computer maker, which he founded in a
college dorm room in 1984.
    Dell has offered $13.65 a share to take the company private
in what would be the biggest leveraged buyout since the
financial crisis. 
    But since the proposal was announced on Feb. 5, several
shareholders have said they are opposed to the buyout, including
   activist investor Carl Icahn. In a letter dated March 5, he
instead proposed a leveraged recapitalization that would include
a $15.7 billion special dividend payout. 
    Dell has said shareholders will vote in June or early July.
    Michael Dell owns 14.14 percent of the company. Dell has
entered a voting agreement with trusts that own shares for his
wife and children giving him control of a 15.88 percent total
stake. For the buyout to be approved, shareholders representing
a minimum 50 percent plus one share of the stock not controlled
by Michael Dell must vote in favor.
    Following is a list of shareholders that have said they
oppose the proposal, based on Thomson Reuters data and stories,
unless otherwise stated:
        
                                       No. of Shares    Percent
    TOTAL OUTSTANDING SHARES           1,738,661,459        100
    Shares controlled by Michael Dell    276,105,798         16
    Others                             1,462,555,661         84
    
    SHAREHOLDERS AGAINST               No. of Shares    Percent
                                                      of shares
                                                    to be voted+
    Southeastern Asset Management        121,612,358         
8.32
    T. Rowe Price Associates              82,129,627       5.62
    Harris Associates                     28,739,667       1.97
    Yacktman Asset Management             14,912,159       1.02
    Pzena Investment Management           12,677,923       0.87
    Alpine Capital Research                2,000,000       0.14
    Schneider Capital Management             350,000       0.02
    Icahn Enterprises L.P.               100,000,000*      6.84*
    
    Total against (excluding Icahn)      262,421,734      17.94
    Total against (including Icahn)      362,421,734*     24.78*
    
    Needed to defeat go-private deal     731,277,831      50.00
    
    + Percentage of Dell shares excluding stock controlled by
Michael Dell
    * Icahn wrote on March 5 that Icahn Enterprises was a
"substantial" holder of Dell shares. He did not disclose how
many shares it owned. CNBC reported on March 6, citing
unidentified sources, that Icahn had built a stake of around 100
million shares, representing 6 percent of the company.
 
    Source: Thomson Reuters data and stories

 (Compiled by Robin Paxton and Aaron Pressman; Editing by Grant
McCool)

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