NEW YORK CITY – Dell shareholders approved Thursday a proposal led by company founder Michael Dell to take the iconic computer company private as it attempts to navigate a fast-changing technology market.
The proposal, worth about $25 billion, won an unspecified majority of votes from the holders of Dell stock, Dell said in a statement.
The buyers consortium sweetened the deal in recent weeks in response to criticism from activist Carl Icahn and others, who had complained their offer undervalued the company.
The deal comes against a backdrop of profound change in the technology sector with the rise of mobile technology and clears the way for Michael Dell and partner investment firm Silver Lake to transform the company away from the glare of public markets and the need to wow investors with great quarterly results.
“In taking Dell private, we plan to go back to our roots” of entrepreneurialism, Michael Dell told reporters on a conference call.
“We stand on the cusp of the next technological revolution. The forces of cloud, big data, mobile and security are changing the way people live, businesses operate and the world works, just as the PC did almost 30 years ago.”
Under the terms of the transaction, Dell shareholders will receive $13.75 in cash for each share of Dell common stock, plus a special cash dividend of 13 cents per share. The total transaction is valued at about $24.9 billion.
Dell shares closed unchanged at $13.85.
The buyers improved their offer in August, adding at least $350 million in exchange for a modification to the shareholder voting system so that only votes cast would be counted. Previously non-voting shares would have been counted against the buyout.
Icahn on Monday continued to criticize the proposal as undervaluing the company, but signaled an end to his campaign to derail the merger in light of the change to the voting system.
Dell chief financial officer Brian Gladden told reporters that the company was on track to raise necessary financing by September 23.
Moody’s Wednesday rated $12.5 billion in Dell debt at a subprime level with a “stable” outlook.
Moody’s said the increased debt burden envisioned by the transaction “will limit Dell’s financial flexibility” and potentially hinder its shift to “faster-growing” new businesses.
Moody’s also cited “considerable key man risk associated with Michael Dell’s majority stake” including limitations to the board’s ability to “exert effective oversight” over Michael Dell and “make strategic course corrections if necessary.”
The transaction comes amid a seismic shift in the technology sector with the rise of smartphones, tablets and other mobile devices at the expense of the once-mightly personal computer market.
Michael Dell created the company from his dorm room at the University of Texas and grew the Round Rock, Texas-based company into a global heavyweight known for direct service to customers and cutting out the retail middle man.
But diminishing PC sales have led to seven straight quarters of declining profits. And the special committee established to consider Dell’s strategic options gave a bleak outlook for the future of the PC market.
Analysts say Dell must implement some radical changes to bolster its presence in the software and services businesses to make up for declining PCs.
Dell said it was necessary to become private because executing the changes “would require at least three to five years to reach fruition and would require additional investments that could weaken earnings for two or more years and increase pressure on the company’s stock price.”
Gladden said going private would enable the company to implement changes more aggressively. He declined to estimate the relative importance of new businesses to PCs over the long-term. He predicted enterprise solutions would “continue to be a bigger part of the business,” but that PCs would also remain important.
Morningstar analyst Carr Lanphier said going private made sense for Dell, likening the needed changes to “sausage-making,” with results that are “not going to be pretty” to public shareholders.
“It is a high-risk bet for Michael Dell,” Lanphier said. “It could pan out and bring big profits. But it could just as easily deteriorate.”
