SE Partners has identified the value of DELL in granular detail...they can count on a NO Proxy vote for my shares...either Michael Dell and the PE Guys up the ante, else face rejection of the offer, and then pay the termination fee.
Three options possible:
(1) Offer of $13.65 stands. Offer rejected by Proxy Vote. Mister Dell and PE Guys fork out termination fee. Dell shares take a moderate temporary price hit, the BOD then place a recapitalization plan into effect that starts with a Special Dividend of up to $12 per share while the shareholder still owns a higher levered company that continues to generate a good cash flow. DELL & PE Guys lose. Shareholder wins.
(2) Dell & PE Guys, under pressure from dissident shareholders, agree that buyout price needs to be upped. The group is unable to counter all elements of the SE Partners valuation basis...offer price is elevated to a minimum of $15/per share...higher if earnings meet the real low expectation...much higher if earnings beat by $.01 or more...lower earnings are relatively no impact--at minimum the $13.65 offer remains. Dell & PE Guys winners, since offer would still be below true valuation. Shareholders are winners based on forced improved share offer price.
(3) Third party enters picture. Dell & PE Guys either compete or concede. Michael Dell gets more $$ for his stake and the PE Guys and Dell don't pay merger breakup fee...OR they reconcile that value remains hard to pass and compete versus third party. Dell & PE Guys big losers in this scenario. Shareholder is winner in all potential scenarios.