By Lauren Pollock
Founder Michael Dell and private-equity ally Silver Lake
Partners slightly increased their offer for Dell Inc. (DELL), a bid
they called their "best and final offer" in a buyout saga that has
faced heated opposition from certain shareholders.
The new offer is a 10-cent increase to $13.75 a share and will
give unaffiliated shareholders an extra $150 million. The original
bid valued Dell at $24.4 billion.
The increased bid is contingent on modifying the requirement in
the merger agreement to call for the approval of a majority of the
outstanding shares held by the unaffiliated stockholders that are
present in person or by proxy and voting for or against approval of
the merger agreement at the stockholder meeting.
"There is simply no rational basis for shares that are not voted
to count as votes against the merger agreement for purposes of the
unaffiliated stockholder vote," the parties said in a statement.
"If a majority of the shares held by unaffiliated stockholders who
vote are voted in favor of the merger agreement, it would be unfair
to deny these stockholders the merger consideration they wish to
accept solely because shares not voting are counted as votes
against the transaction."
The company also again postponed a shareholder vote scheduled
for Wednesday to Aug. 2.
After months of trying to persuade shareholders on the merits of
the deal, Dell's board last week adjourned the vote to buy more
time to convince Dell stockholders to cast their ballots or change
earlier "no" votes in favor of the buyout proposed.
The 16% stake held by Mr. Dell and his affiliates effectively
couldn't vote, meaning the buyout group needed at least 42% of
outstanding shareholders to vote in the affirmative.
Activist investor Carl Icahn, Dell's second-largest shareholder
behind Mr. Dell, has repeatedly criticized the bid, saying the
proposal undervalues Dell's shares.
A representative for Mr. Icahn wasn't immediately available for
comment.
Shares edged up 3% to $13.25 premarket.
Write to Lauren Pollock at lauren.pollock@dowjones.com
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