Dell Buyout: Icahn Deal Gets Two More Nays; Channel Updates Arrive

Two more influential proxy advisory firms said today they will vote for Michael Dell’s and Silver Lake Partners’ $13.65 per share proposal to take Dell (DELL) private, dealing another blow to the counteroffer efforts of activist investors led by Carl Icahn and Southeastern Asset Management.

Following Institutional Shareholder Services’ (ISS) Monday announcement to back Michael Dell’s and Silver Lake’s offer, Glass Lewis issued its own support of the deal, as did Egan-Jones.

“We believe the board has put forth a compelling argument that the best strategic alternative for all shareholders is the going-private transaction, that the board likely secured the highest price a buyer was willing to pay for the Company and that the purchase price is ultimately fair and acceptable,” the Glass Lewis shareholder advisory firm said.

Dell’s Special Committee, responding to the Glass Lewis and Egan-Jones endorsements, said, in a statement, “We are pleased that all three of the nation’s leading proxy advisory firms have issued clear and unequivocal recommendations in favor of the transaction now before shareholders for their approval. Each has conducted an independent review and concluded, as has the Special Committee, that a sale of Dell for $13.65 per share in cash will provide certainty of value at a substantial premium, and is therefore in the best interests of shareholders.”

With an up-or-down shareholder vote on the Michael Dell/Silver Lake proposal only eight days away, gaining the nods of the three proxy advisory firms is a critical, but not clinching, win for the company’s founder. According to a Bloomberg report, the Dell Special Committee is meeting with major shareholders looking for backing for the buyout and is urging Michael Dell to follow suit.

The advisory firms lining up in Michael Dell’s camp is unlikely to discourage Icahn, who together with Southeastern, Yacktman Asset Management, Pzena Investment Management and others opposed to the deal hold some 20 percent of the company’s shares. In response to ISS’ endorsement of Michael Dell’s proposal, Icahn said, “We continue to believe that Dell’s owners deserve better and can achieve more by voting against” the Michael Dell/Silver Lake buyout.

Dell Reorganizes Channel Marketing

Separately, Dell said that Kathy Schneider, who leads Dell’s Global Channel Marketing and Programs team and has been with Dell channels for more than four years, is leaving the company to pursue a new role.

As a result, Dell said it will merge its channel programs and enablement team led by Bob Skelley with the global channel marketing and programs team, under a single banner called Global Channel Programs and Partner Enablement, headed by Skelley.

“Bob has been a key leader on our Channel team for the past five years and I am excited to have him head this group,” said Greg Davis, Dell Global Commercial Channel vice president and general manager. “We believe this is a great opportunity to provide better support to our channel partners and customers and increase our overall capability in the channel organization.”