By this time next week, Michael Dell will have pulled off the fourth-largest leveraged buyout in history, taking the company he founded private while at the same time winning a bitter battle for control of his company against activist investor Carl Icahn, according to the consensus among financial and technology analysts.
"It's a done deal. Dell will be a private company," said Brian Marshall, an analyst with researcher ISI Group.
Voting on Michael Dell and investment firm Silver Lake Partners' proposal to take the company private has been delayed three times. It is now scheduled for next week on Thursday, Sept. 12. According to most experts, it's really going to happen this time, and Michael Dell will emerge victorious.
[Related: Dell Buyout Vote: 10 FAQs And Answers]
"It's smooth sailing for Michael," said Roger Kay, principal analyst at Endpoint Technologies Associates. "It's not over until it's over, but after the latest legal and voting adjustments and with proxy support, it's pretty straight forward. He's got the votes."
The last shareholder buyout vote was scheduled for Aug. 3, but the company's board of directors postponed it when Michael Dell proposed raising the purchase price of his go-private bid to $13.75 per share from $13.65. Also tacked on to Michael Dell's offer was a special dividend of 13 cents per share by the closing of the deal. The provisions were added in exchange for a change in voting standards for the deal that require approval by the majority of "disinterested" shareholders who have actually cast votes in the matter. Previously, non-votes were counted as votes against the deal.
The Dell board approved Michael Dell's offer, a move that triggered a Twitter tirade by the 77-year-old billionaire investor that included his now infamous tweet: "All would be swell at Dell if Michael and the board bid farewell." Icahn later led a failed legal battle to put the kibosh on Dell's decision to accept Michael Dell's new terms.
"It's hard to predict exactly what Carl Icahn will do," said principal analyst Tim Bajarin, at Creative Strategies. He said Icahn's options are limited, but he might have a few more tricks up his sleeve. One possibility might be to fire another lawsuit off at Dell to delay the vote yet again, Bajarin said. Icahn might also try to buy more control of the company and purchase more shares of Dell in a last-ditch effort. In the end, Bajarin said, Icahn has run out of cards to play with Dell and already moved on as an activist investor stirring the pot at Apple and Nuance.
If Icahn's bid to keep Dell public fails, it does not mean for sure Icahn loses, Kay said. Dell shares traded at $13.82 on Friday afternoon, higher than the $13.75 buyout price, not including the 13 cents per share dividend. "Make no mistake: Carl Icahn is walking away from this deal making a ton of money," Kay said. "That's what he does." Icahn owns about 9 percent of Dell shares, or 150 million shares, worth $2 billion.
Reuters estimates Icahn will earn $10.7 million next Thursday should Michael Dell's buyout plan succeed.
"Michael Dell was very effective at winning the legal battle and making a strong argument to shareholders," said Charles King, Pund-IT's president and principal analyst. King said the only question that remains now is what CEO Dell's next move will be as the leader of a deeply fractured organization that wants to be an end-to-end system provider.
PUBLISHED SEPT. 6, 2013