戴爾創始人表態：私有化失敗也愿留任
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????本周一上午，邁克爾?戴爾發表了一篇長達9頁的致投資者報告，詳細闡述了自己執意私有化戴爾公司（Dell）的原因。不過，其中最值得關注恐怕是，戴爾提到，如果股東大會否決他和銀湖私募資本（Silver Lake）提出的每股13.65美元的私有化提案，自己將做如何打算。 ????戴爾在報告中表示，如果私有化失敗，他“將繼續為公司傾盡全力。”戴爾還寫道：“我創辦了戴爾，而我將像過去29年所做的那樣，一如既往地竭盡全力將戴爾打造成世界上最出色的公司。我還會竭力反對某些人草率提出的杠桿資本重組方案。” ????所謂某些人是指卡爾?伊坎（知名維權投資者——譯注）等人，后者最近已獲得戴爾公司8.03%的股份，一舉成為這家公司最大的外部股東。 ????這篇報告之所以格外值得關注，原因主要有以下兩點： ????1.近來有人猜測，如果戴爾公司私有化失敗，邁克爾?戴爾將辭去公司首席執行官一職，因為戴爾認為，如果戴爾公司維持上市公司的身份，將很難獲得成功。然而，雖然在今天的聲明中，戴爾沒有明確反駁上述猜測——即他將積極促成戴爾有序過渡到他的繼任者上臺——但據了解戴爾想法的消息人士透露，股東們應當理解為，邁克爾?戴爾希望繼續執掌公司。 ????2. 還有些人認為，一旦私有化失敗，邁克爾?戴爾將親自發起杠桿資本重組以反擊伊坎（后者希望安插自己的高管團隊）。戴爾今天否定了這個說法。而且，戴爾表示贊同公司特別委員會的看法，即無論從近期還是長遠來看，杠桿式資本重組都將使戴爾一蹶不振。 ????“假如在大肆舉債的同時保留上市公司身份，這將大大降低戴爾的財務靈活性，同時損害它抵御經濟和行業低迷的能力。這種安排同時也會損害客戶對戴爾的認可，而且不利于公司留住人才。杠桿式資本重組將帶來高負債水平，而縱觀整個行業，沒有哪家上市公司試過在背負這么高額負債的情況下維持運營。杠桿式資本重組將使戴爾成為一家股權極為分散的上市公司，使它完成必要轉型所面臨的難度更大、速度更慢、風險更高。戴爾的股票交易價也將很可能因杠桿式資本重組變得波動性更大，從而導致公司情況進一步惡化。”(財富中文網) ????譯者：項航 |
????Michael Dell this morning explained his rationale for wanting to take Dell Inc. (DELL) private, via a nine-page investor presentation. But most notable might be his thoughts over what happens if shareholders vote down the $13.65 per share offer, in which he is partnering with private equity firm Silver Lake. ????Dell writes that he "will remain committed to doing my utmost for the Company," if his take-private falters. He adds: "I founded the Company and I will continue, as I have for the last 29 years, to try to make Dell the best company I can. I will also oppose the kind of imprudent leveraged recapitalization that has been suggested by certain other parties." ????Those certain other parties include Carl Icahn, who recently became Dell's largest outside shareholder with an 8.03% position. ????All of this is particularly notable for two reasons: ????1. There had been speculation that Michael Dell would step down as Dell's CEO were the deal to fail, given his opinion that the company will struggle to succeed if it remains publicly-traded. Today's statement doesn't explicitly dispute that theory -- or that he would actively manage an orderly transition to someone else -- but a source familiar with his thinking says that shareholders should interpret it as Michael Dell wanting to stay in the big chair. ????2. There also had been a theory that Michael Dell would launch his own recap plan were the take-private to fail, in order to thwart Icahn (who wants to install his own senior management). Today Dell ruled that out. Moreover, he also echoed sentiments of the company's special committee about why a leveraged recap would make Dell weaker in both the short and long terms ????"Adding substantial debt to the Company while leaving it as a public company would decrease the Company's financial flexibility and hurt the Company's ability to weather an economic or business downturn. It would also jeopardize customer perception and employee retention. None of the Company's public company peers attempts to operate at, or even near, the high levels of debt that a leveraged recapitalization would create. A leveraged recapitalization would leave the Company as a widely held public company, with all of the issues that make it more difficult, slower and riskier to accomplish the Company's necessary transformation. Indeed, a leveraged recapitalization would likely make the public trading price of the Company's stock even more volatile, thereby exacerbating these issues." |
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