Southeastern Asset Management, the activist investor that owns 8.4 percent of Dell Inc, said on Tuesday the computer maker's evaluation of a $24.4 billion leveraged buyout deal with its founder and buyout firm Silver Lake was flawed.
Southeastern published a letter it sent to Dell's board of directors asserting the company's March 29 proxy statement fails to make a compelling case for shareholders to accept the $13.65 per share offer from Michael Dell and Silver Lake. The letter says Dell's special committee did not properly explore all options.
Citing excerpts from Dell's proxy statement, Southeastern said the company did not properly explain why it did not entertain a buyout offer that would allow shareholders to elect whether they wanted to be paid in cash or stock. It urged Dell's special committee to negotiate now "in good faith."
Dell has received two alternative buyout proposals from Blackstone Group LP and billionaire investor Carl Icahn that Dell has said could ultimately be expected to result in superior offers. Still, the computer maker has recommended accepting the offer on the table from Michael Dell and Silver Lake.
Southeastern Asset Management, the company's largest shareholder after Michael Dell, has been a staunch opponent of the founder's buyout offer.
Dell was regarded as a model of innovation as recently as the early 2000s, pioneering online ordering of custom-configured PCs and working closely with Asian component suppliers and manufacturers to assure rock-bottom production costs.
But as of 2012's fourth quarter, Dell's share of the global PC market had slipped to just above 10 percent from 12.5 percent a year earlier, according to research house IDC.