Altair US LLC
a premium to the true undisturbed price is higher than share | Altair US LLC
Company
Deck Type
Sector
Industry
Deck date
September 2022
Slide
31 of 38
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transaction proposal on dell agreed to purchase all of the outstanding shares for a theoretical price of per share in cash and newly issued class common shares of dell subject to a billion cash cap although dell claims the offer represents a premium to closing price prior to the announcement they fail to highlight that the is a discount to the true economic value of the shares but in reality their offer is much worse than only a discount because it is only partially payable in cash and the figure relies on the embedded assumption that dell will trade for following the exchange a wildly optimistic assumption for a company whose core business faces secular and whose controlling shareholders have a demonstrated track record of pernicious governance to achieve their valuation dell has used great imagination and financial engineering for example in coming up with their dell has used magical accounting to convert the tracking stock they are buying from us which now trades at to the price of thus capturing an incremental value of approximately billion for their offer simply by waiving a magic wand as recently as dell had an independent firm value its class common shares at only per share for the purpose of equity awards and repurchases going back less than a year on dell valued the shares at in a tender offer to purchase class shares they are now hoodwinking shareholders by offering the same shares valued at as currency to buy your stock technologies capital | Icahn Enterprises
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i key proposed transaction terms summary stock for stock transaction structured as a reverse triangular merger price per share face value per share based on share price of i premium to panther unaffected price of exchange ratio ownership eer fixed exchange ratio to institute annual dividend of i implying per panther share increase of or over current panther dividend of synergies erd anticipates in net annual cost synergies no financing condition intends to refinance debt and panther debt with mixture of pro rata debt term loans and or key conditions to close anticipated closing public market debt shareholder approval shareholder approval customary closing conditions mid has substantially concluded all due diligence activities with only a few signing items confirmation on upcoming smit related cost reduction initiatives review of panther results proposal expires at close of business on to merger agreement by i stone key | Goldman Sachs
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Activist
September 2022
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