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Dell Computer Corporation (DELL) Message Board

  • come_to_grief come_to_grief Mar 15, 2013 10:55 AM Flag

    Script written by BOD

    Easy to write the outcome when you get to write the script. I believe that the Special Committee was lax in their fiduciary responsibility for all shareholders; and remain convinced that there was an inherent bias to support the buyout offer at below true value.

    Well, the time is finally near for the release of the Special Committee minutes related to the feeble negotiation stance undertaken by the Special Committee and full BOD on behalf of the unaffiliated shareholder. Expect those data elements to be made available on the SEC website shortly upon expiration of the "Go shop" cycle that concludes on 22 March 2013. I'm interested in reading the discourse from all meetings (28 Sessions?) held by the Special Committee; looking for any void in reporting the process.

    Furthermore, in order to support the Special Committee posture during the negotiation process; I expect the reporting to be laced with dire consequences to shareholders if the agreed to offer is rejected. After all, the data is likely to reflect that the Special Committee made an arduous effort to protect the shareholder before conceding to the agreed to price. The shareholder should be able to balance this data release package against the contrasting, and conflicting, rational from SE Partners--et al--in the proxy battle fight.

    Time is dwindling down for the "Go shop" cycle. To date there haven't been any offers made public, or for that matter it's not known if there has been one or more offers submitted--at all. Did the Special Committee make it a difficult business case to overcome for competing bids since Michael Dell is a principle in the Silver Lake buyout team? Shouldn't the BOD opened up the "Go shop" prior to agreeing with the Dell & PE Guys offer? I'd say it would have made a more fair path to compete for all interested parties.

    At the very least, now that SE Partners has been provided the shareholder names, then we should hear more on the Special Committee counter view in short order.

    CTG