M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, November 29, 2013

Dell appraisal

Back in the Summer, Carl Icahn was pushing shareholders to pursue an appraisal claim in connection with the Dell going private transaction.  At the time, it seemed like a transparent attempt to get a majority of the minority to vote 'no'.  In that sense, Icahn's call for shareholders to take an 'appraisal option' by voting no and preserving their right to perfect their appraisal rights was successful.  A majority of the minority voted no.  In the end, that wasn't enough to stop the deal - the special committee waived that majority of the minority requirement and closed the deal anyway.   Not long after, Icahn decided not to opt for the appraisal remedy - taking the cash and moving on. 

Now, it seems that not everyone has moved on.  Apparently, a number of shareholders listened to the siren song of the appraisal option and have gone all-in:

T. Rowe Price Group Inc. and more than 100 other Dell Inc. shareholders who control a combined 47.5 million shares spurned the company‚Äôs buyout offer to seek a potentially higher payout through the Delaware court system.

While the shareholders haven't filed an appraisal action in the Chancery Court yet, they haven't accepted payment for their shares and according to Bloomberg they intend to file.  This is all very interesting because while Icahn proposed as much as $14/share for the company, the final deal price was $13.75.  So, presumably, shareholders seeking appraisal are looking for a price somewhere between $13.75 -$14/share?  Seems like a lot of work for an extra $11 million.



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$13.75 to $14.00 if you assume that Icahn was willing to pay a fair price. More likely he was hoping to steal the place at a slightly better price (to shareholders) than Michael Dell.

Posted by: George | Dec 19, 2013 12:21:33 PM

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