April 1 - Antony Currie and Breakingviews columnists discuss why the board's textbook handling of an offer from its founder coupled with a deteriorating outlook for the company is a double whammy to Carl Icahn and Blackstone.
This -- the -- coming on blacks and over the weekend Dell came out with. It's 275. Page long proxy statement about how it came up. With it's that's taken a bit from founder and C a month up -- you'll wanna see -- people they fuses that ripped through the entire I don't know -- Richard hit. What's it so bad -- the TVs to me it is you wanna -- -- -- more of a case of what isn't very think it 235 page fifty a couple of shocking things and fortunately they're they're really is a shopping things like OK it's written this is that basically a management buyouts are you expecting like it's conflicts of BA -- -- expecting to see how would -- got such a sweetheart deal you're expecting something where. You know people been pushed -- -- cheating means you know it's not really there it seems like the board did a very good job of trying to minimize the complex thing right. They went out and they've appointed -- -- committee that they negotiated very hard they went out they hired someone to go look for. Fires their perch 67 people -- mean these are all steps that are and I sit there -- bank may not have a cold out they said if she. If you got to find a rival bid an animal completely up to thirty million dollars -- you find a superior bid which is which is nice headache you know so they've got added incentive to Gartner and look for one. I'm all this means is that it it looks as if into the board at at the very least did their job in trying to get the best deal possible for shareholders. And that means that dissidents have a bit less of a claim to say you know this is done on the sly and and there are other maybe their legal reasons you know he's challenged the -- we'd love conflict stories with nothing and -- Richard. As well seems like you know -- Michael Dell told the board. The director of pretty early on once he's in serious discussions that he was in serious discussions he -- himself or was. Excluded from relevant meetings everybody had this very advises. Support had lots of deliberations. You know they approached. -- -- interest poses especially many have been dropped so -- away which is another -- -- another argument for saying the bid. That they go out in the antebellum. -- though -- -- this is a pretty -- one. Of course this is -- -- -- -- of the story -- loan they they kind of the facts -- it and -- and I an official funny they didn't realize the trouble it's you know that the facts of that. But you've got over time -- with -- health policy consulting group and some other people of boards sort of house view of Dell's next couple years of operating profit deteriorated quite a bit. And some of that was off numbers we've given -- potential opponents say if anything that makes these these two -- Suppose it's possible terms since blacks -- in college -- Makes it even less likely they gonna come up with a high bid because now the -- that they have got his face of numbers that at least by the boards. So the thinking as a more optimistic than rent from the currents. Eight but so I'm talking if they would have this could be getting him to find the offering more money. -- company it is looking less and would say exactly the other problem is that both of them wanted to -- bit of a step back and largely some of the shares outstanding bit of -- leverage right capped by much stock. Promised the companies bought a huge amount soccer for the past three years and they bought almost all of -- prices that that's above the LP oppressed in other words. They kept -- buying shares Erik Fisher Price kept on declining that could continue in the future okay. But guys with thanks poring over those documents actually mold the story and you can come back to -- and -- I'm will be back tomorrow involve Britain uses well.