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Michael Dell issues 'best and final proposal'
Fri, 26th Jul 2013
FYI, this story is more than a year old

Raising his offer by a mere US$0.10 per share, Michael Dell and Silver Lake have improved terms for their proposed deal to take Dell private, claiming this to be "our best and final proposal."

Following a $24.4 billion offer to take the company he founded private in February, Michael Dell believes the new deal is "fair and reasonable."

"We are not willing to discuss any further increase in the merger consideration nor are we willing to increase the merger consideration to $13.75 per share without the change to the Unaffiliated Stockholder Approval requirement described above," the proposal reads.

"If the Special Committee believes that it would be appropriate to reset the record date for the special meeting in connection with this change to the Unaffiliated Stockholder Approval requirement, we would be ready to accept a new record date so long as the resulting delay in the special meeting is the minimum required by law."

Proposed amendments to the merger agreement are as follows:

1. increase the merger consideration to $13.75 in cash per share of Company common stock, representing an increase in the consideration to be paid to unaffiliated stockholders of approximately $150 million; and

2. modify the “Unaffiliated Stockholder Approval” requirement in the merger agreement to provide that the voting requirement is 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.

Michael Dell says he would welcome the opportunity to discuss the proposal with the Special Committee and its advisors as soon as possible.

"This proposal will automatically be withdrawn and terminate at 6:00 p.m. New York time on July 24, 2013, unless extended in writing by us in our sole discretion," the offer states.

"No legally binding obligation will be created on any person with respect to this proposal unless and until a mutually acceptable definitive amendment to the merger agreement has been entered into by the parties."

Is a $0.10 per share rise enough to seal the deal? Tell us your thoughts below