The board does not need to approve an offer. However, to show that they are doing their job, most boards either approve or disapprove of an offer. ( Remember the hostile takeovers: that is when an offer is made and the board disapproves but the buyer goes ahead and buys the shares anyway. )
Most offers will have wording like: the offer is good only if 80% ( or some number ) of the shares are tendered. If 80% ( or whatever number the buyer says ) are not tendered then the shares are not bought.
In the case of an insider making an offer, the board will ask for and receive an independent report showing that the offer is fair. ( Getting an independent company to do that is quite easy.) However, even after the offer is made a period of time must pass before tendering begins so that competitors have an opportunity to bid.
In the case of Dell, management and the board will be very careful to show fairness. No matter what they do, however, lawsuits will follow. Also, keep in mind that managemnt will not make a public offer until they are sure they can do the deal and have the financing. The reason for that is by making the offer public, they are putting the company in play and indirectly asking for bids.
I have no idea if management is interested in taking Dell private or if an offer is coming.
1. In Dell's case: Dell's Board of Directors does need to approve any offer, and solicit any improved offers, if any.
2. In Dell's case Michael Dell - Founder and CEO in partnership with Private Equity (Silver Lake, and other PE Groups) is interested in taking DeIl private through a LBO.
3. Other interested parties like Microsoft are providing mezzanine funding to support the LBO take out.
4. Dell's Board of Directors have hired Evercore Partners (an independent company) to research and provide an independent report showing that the LBO offer is fair.
5. In the case of Dell, management and the board will have to be very careful to show fairness. No matter what they do, however, lawsuits will follow.
6. Also, keep in mind that the management group + private equity will not make a public offer until they are sure they can do the deal and have the financing. (it is understood they have the required funding commitments in place)
7. The reason for that is by making the offer public, they are putting the company in play and indirectly asking for 'competing' bids. (Company is already in play - but any other buyer (hostile to Michael Dell + Silver Lake) will not risk buying a company without the Founder/ CEO's participation.
8. Many sources have leaked rumors that management is interested in taking Dell private and an offer is coming, most probably Monday morning 1/28.
9. Once the LBO offer is publicly revealed, will other companies like Lenovo or Samsung get into the fray to buy out Dell?
Are you serious? do u read the financial press? the financial press has been reporting this story for a little more than a week. No denials have been put forth either by the company or by M. Dell or by any of the reported interested parties, e.g. Silverlake, Microsoft, or the major banks that are indicated to finance the deal" And you have "no idea". Than why waste your time on your post?
For a post that attempts to be serious, it is incredibly DULL and pointless. well done.
I was really replying to others that were asking if the board must approve an offer. I am trying to show how an offer can be made and what the director's responsibility is.
I have no idea if management is going to make an offer and thought it wise to state that. If you know an offer is coming, that is great. If you know the price please share.
Reading what the financial press is saying is not knowledge.