In addition to increasing their bid to acquire Dell from $13.65 a share to $13.75 a share, founder Michael Dell and Silver Lake Partners' latest offer includes a special dividend of $0.13 a share to be paid "at or before closing." The new deal also ensures Dell's $0.08 Q3 regular dividend will be paid by closing, the company announced today.
Michael Dell and Silver Lake's new definitive agreement with Dell's board of directors raises the aggregate total value of the acquisition offer by at least $350 million, according to the announcement. The press release also states that both parties have agreed to lower the break-up fee should the deal be terminated and certain conditions met, from $450 million to $180 million.
The improved offer will now require approval "by the majority of disinterested shares actually voting on the matter," Dell said, rather than assume a non-vote was the equivalent of supporting "any particular initiative." The Dell special committee had rejected this condition earlier this week, before the special dividend payment was added. Under the previous offer, shareholders who didn't vote would be counted against the bid, making it more difficult for Michael Dell's group to get the votes needed in support.
Another result of the enhanced offer is postponing the shareholder meeting scheduled for today. That meeting will now take place Sept. 12. Shareholders of record Aug. 13 will be eligible to vote on the transaction.
Chairman of Dell's Special Committee Alex Mandl said of the revised offer, "We urge all shareholders to support this transaction."
-- Material from The Associated Press was used in this report.
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