A special committee of Dell’s directors is likely to put off a vote on the computer company’s proposed $24.4 billion sale to its founder that is scheduled for Thursday morning, amid stronger signs of rejection by shareholders.
Shareholders representing roughly 30 percent of Dell shares were arrayed against the leveraged buyout as of Wednesday evening, a person briefed on the matter said. They include money management firms like BlackRock, the State Street Corporation and the Vanguard Group.
Investors still have about 12 hours to vote, meaning that number could rise even higher. The deal faces a high hurdle to succeed: more than 42 percent of shares must be cast in favor of the deal, with abstentions counting as no votes.
The list of dissident investors extends far beyondCarl C. Icahn and the asset management firm Southeastern Asset Management, who together own about 12.7 percent of Dell stock.
That level of opposition makes it likely that the Dell board committee will postpone the vote by several days, people briefed on the matter said. Other related matters, including the record date by which shareholders must have owned shares to participate in the vote, have not yet been settled, one of these people said.
Even the deal’s endorsement by prominent shareholder advisory companies, likeInstitutional Shareholder Services, appears to have had less effect than the buyers and the board expected.
An adjournment is likely to prolong the gamesmanship that has taken hold over the fate of the computer maker, which agreed to sell itself to Michael S. Dell and the investment firm Silver Lake for $13.65 a share. By giving itself a few extra days, the committee is hoping to either persuade Mr. Dell and Silver Lake to raise their offer or declare that the current bid is best and final.
Since the transaction was announced, many investors have criticized the price as too cheap. That opposition eventually drew the support of Mr. Icahn, who has loudly decried the proposed bid and the ability of Mr. Dell to turn the company around.
Mr. Icahn and Southeastern have offered many alternatives, the most recent of which would have the company buy back 1.1 billion shares for $14 each and offer shareholders the right to buy stock at $20 each. That values Dell at $15.50 to $18 a share.
On Wednesday, Mr. Icahn needled the Dell directors who refused to endorse his proposal.
“I think most of these boards are completely dysfunctional,” he said. “But I’ve never seen one as bad as this. I really mean it — where they actually go out and scare their own shareholders.”
Advisers to both the Dell committee and would-be buyers believe that many investors are betting that additional pressure will force Mr. Dell to raise his group’s bid. He caved once before, agreeing to concessions that raised the leveraged buyout offer to $13.65 a share from $13.60.
But people close to the buyers’ group say no similar bump is likely. They note Dell’s declining earnings, an increasingly dire outlook from analysts on the personal computer industry and the rising cost of debt financing.
By some calculations, a 25-cent increase in the offer could require about $400 million in new equity.
The Dell committee has sounded an alarm about what might happen to the company’s shares if the buyout fails. Calculations by its investors estimate that Dell’s shares could fall below $9 if the deal disappeared.
Dell’s shares closed on Wednesday at $12.88, down more than 1 percent.
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