Despite growing concern from some major shareholders, Dell says its decision to go private is the best one.
In a Securities and Exchange Commission filing today, Dell reports that it "considered an array of strategic alternatives." The company also hired a "prominent management consultant to help it assess the Company's strategic position." Those alternatives, along with the consultant's assessment, led Dell down the path of going private.
"Based on that work, the Board concluded that the proposed all-cash transaction is in the best interests of stockholders," Dell wrote in its filing. "The transaction offers an attractive and immediate premium for stockholders and shifts the risks facing the business to the buyer group. In addition, and importantly, the go-shop process provides stockholders an opportunity to determine if there are alternatives that are superior to the present offer."
Dell earlier this month announced a $24.4 billion deal led by founder and CEO Michael Dell and investment firm Silver Lake Partners. Dell and Silver Lake are offering $13.65 per share. Microsoft is contributing a $2 billion loan.
Dell's SEC filing today might have been a response to the kerfuffle that erupted on Friday when Southeastern Asset Management, which owns 8.5 percent of Dell's shares and is the company's largest outside shareholder, said that it opposes the computer maker's plans to go private. In a letter sent to the Dell board, Southeastern said the deal "grossly undervalues the company."
Reuters reported on Friday that Southeastern might not be alone. An unnamed source told Reuters that Harris Associates, Yacktman Asset Management, and Pzena Investment Management, which together own 3.3 percent of Dell's shares, might also be against the deal.
Southeastern said it's willing to launch a proxy fight to stop the deal.