Tuesday, February 5, 2013

Dell to go private in landmark $24.4 billion deal

(Reuters) - Michael Dell will take Dell Inc private for $24.4 billion in the biggest leveraged buyout since the financial crisis, a deal that allows the billionaire chief executive officer to revive the fortunes of his computer company without Wall Street scrutiny.

The deal - announced on Tuesday and financed with cash and equity from Michael Dell, cash from private equity firm Silver Lake, and a $2 billion loan from Microsoft Corp - will end a rocky 24-year run on public markets for a company conceived in a college dorm room.

To many investors, Dell's decline in market share since its peak in the early 2000s symbolizes the rapidly dwindling prospects of the personal computer industry.

The world's No. 3 PC maker, which Michael Dell began in 1984 as a computer-sales outfit while he was still a 19-year-old pre-med student at the University of Texas, is now going through a painful transition from a pure PC maker to a one-stop provider of enterprise computing services. Sales of PCs still make up the majority of its revenue.

Analysts say the restructuring may entail job cuts and more costly acquisitions, as the company arms itself to do battle with larger and more established rivals like Hewlett-Packard Co and IBM Corp.

'We recognize this process will take more time,' Chief Financial Officer Brian Gladden told Reuters. 'We will have to make investments, and we will have to be patient to implement the strategy.

'And under a new private company structure, we will have time and flexibility to really pursue and realize the end-to-end solutions strategy.'

Gladden said the company's strategy would 'generally remain the same' after the deal closed, but 'we won't have the scrutiny and limitations associated with operating as a public company.'

Michael Dell and private equity firm Silver Lake are paying $13.65 per share in cash for the world's No. 3 computer maker. Michael Dell's MSD Capital investment firm will also provide cash financing for the deal. Bank of America Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets will offer debt financing.

Shares of Dell were up 0.8 percent at $13.38 in morning trading.

Dell, whose fairy-tale rise throughout the 1990s and the early part of the next decade once made it a Wall Street darling, has ceded market share in recent years to nimbler rivals such as Lenovo Group. That is in spite of Michael Dell's efforts in the five years since he retook the helm of the company following a brief hiatus during which its fortunes waned.

As of 2012's fourth quarter, Dell's share of the global PC market had slid to just above 10 percent from 12.5 percent a year earlier as its shipments dived 20 percent - the fastest quarterly pace of decline in years, according to research house IDC.

While analysts said Dell could be more nimble as a private company, it will still have to deal with the same difficult market conditions. International Business Machines Corp last decade underwent what is considered one of the most successful transformations of a hardware company, all while trading on public markets.

'This is an opportunity for Michael Dell to be a little more flexible managing the company,' said FBN Securities analyst Shebly Seyrafi. 'That doesn't take away from the fact they will have challenges in the PC market like they did before.'

RECORD BUYOUT

The deal would be the biggest private equity-backed leverage buyout since Blackstone Group LP's takeout of the Hilton Hotels Group in July 2007 for more than $20 billion, and is the 11th-largest on record.

The parties expect the transaction to close before the end of Dell's 2014 second quarter, which ends in July.

News of the buyout talks first emerged on January 14, although they reportedly started in the latter part of 2012. Michael Dell had previously acknowledged thinking about going private as far back as 2010.

The $13.65-per-share price is a premium of about 24 percent to the average $11 price of Dell stock before news of the deal talks broke and is far below the $17.61 that the shares were trading for a year ago.

'The key question here is will shareholders approve this deal, because there is practically no premium where the stock is trading,' Sterne Agee analyst Shaw Wu said.

J.P. Morgan and Evercore Partners were financial advisers, and Debevoise & Plimpton LLP was the legal adviser to the special committee of Dell's board. Goldman Sachs was financial adviser, and Hogan Lovells was legal adviser to Dell.

Wachtell, Lipton, Rosen & Katz was legal adviser to Michael Dell. BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets were financial advisers to Silver Lake, and Simpson Thacher & Bartlett LLP was its legal adviser.

(Writing by Ben Berkowitz and Edwin Chan; Editing by Gerald E. McCormick and Lisa Von Ahn)

Dell to go private in $24.4 billion deal

(Reuters) - Michael Dell will take computer company Dell Inc private in a $24.4 billion deal that marks the biggest leveraged buyout since the financial crisis.

The company's founder and CEO, and private equity firm Silver Lake are paying $13.65 per share in cash for the world's No. 3 computer maker.

The deal is being financed by cash and equity from Michael Dell, cash from Silver Lake, cash from Michael Dell's MSD Capital investment firm, a $2 billion loan from Microsoft Corp and debt financing from Bank of America Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets.

The parties expect the transaction to close before the end of the second quarter of Dell's fiscal 2014.

News of the buyout talks first emerged on January 14, although they reportedly started in the latter part of 2012. Michael Dell had previously acknowledged thinking about going private as far back as 2010.

The $13.65-per-share price is a premium of about 24 percent to the average $11 price of Dell stock before news of the deal talks broke and is far below the $17.61 that the shares were trading for a year ago.

'I think the key question here is will shareholders approve this deal, because there is practically no premium where the stock is trading,' Sterne Agee analyst Shaw Wu said.

Dell shares opened 0.7 percent higher at $13.36 in delayed morning trading.

CEDING SHARE

Dell has steadily ceded market share in PCs to nimbler rivals such as Lenovo Group and is struggling to re-ignite growth. That is in spite of Michael Dell's efforts in the five years since he retook the helm of the company he founded in 1984, following a brief hiatus during which its fortunes waned.

While analysts said Dell could be more nimble as a private company, it will still have to deal with the same difficult market conditions.

'This is an opportunity for Michael Dell to be a little more flexible managing the company,' said FBN Securities analyst Shebly Seyrafi. 'That doesn't take away from the fact they will have challenges in the PC market like they did before.'

Dell Chief Financial Officer Brain Gladden said the company's strategy would 'generally remain the same' after the deal closed, while acknowledging a turnaround would take more time and require further investment.

J.P. Morgan and Evercore Partners were financial advisers, and Debevoise & Plimpton LLP was the legal adviser to the special committee of Dell's board. Goldman Sachs was financial adviser, and Hogan Lovells was legal adviser to Dell.

Wachtell, Lipton, Rosen & Katz was legal adviser to Michael Dell. BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets were financial advisers to Silver Lake, and Simpson Thacher & Bartlett LLP was its legal adviser.

(Writing by Ben Berkowitz; Editing by Gerald E. McCormick and Lisa Von Ahn)

Monday, February 4, 2013

Dell closer to buyout as price talks narrow: source

NEW YORK (Reuters) - Dell Inc moved closer to a nearly $24 billion buyout deal, with price negotiations narrowing to $13.50 to $13.75 a share in what would be the biggest leveraged buyout since the financial crisis.

Talks between Dell, the world's No. 3 computer maker, and a consortium led by its founder and chief executive, Michael Dell, to take the company private were in the final stages on Monday, a person familiar with the matter said.

An outcome is expected soon, the person said, cautioning that no final agreement had been reached and negotiations could still break down.

Dell shares fell 2.6 percent to $13.27 in afternoon trading.

Microsoft Corp, which provides its Windows software for Dell computers and is also part of the investment consortium, is expected to invest around $2 billion in the deal, while private equity firm Silver Lake is expected to put in about $1 billion, the source said.

Michael Dell is expected to roll over his roughly 16 percent stake and put in some of his own money so he has control of the company, the source added.

Dell and Silver Lake declined to comment and Microsoft did not immediately respond to a request for a comment.

The $13.50 to $13.75 per share price range being negotiated translates into an equity valuation for Dell of between $23.5 billion to $23.9 billion.

The $13.75 per share is a premium of about 23 percent to the average of $11 per share Dell traded before news of the deal talks broke and is far below the $17.61 that the shares were trading a year ago.'

Dell has steadily ceded market share in PCs to nimbler rivals such as Lenovo Group and is struggling to re-ignite growth. That's in spite of Michael Dell's efforts in the five years since he retook the helm of the company he founded in 1984, following a brief hiatus during which its fortunes waned rapidly.

Any deal that Michael Dell negotiates would need the approval of a majority of the shareholders. Deals that involve the considerable stake of a founder who is also the chief executive of the company are also likely to come in for extra scrutiny over whether the board exercised its fiduciary duty.

Dell has formed a special committee to take a close look at any potential deals on the table, multiple sources with knowledge of the matter told Reuters earlier.

(Reporting by Greg Roumeliotis in New York; Additional reporting by Poornima Gupta; editing by Carol Bishopric and Kenneth Barry)

Oracle to buy network gear maker Acme Packet for $2.1 billion

(Reuters) - Oracle Corp will buy network equipment maker Acme Packet Inc for $2.1 billion, putting it in a better position to compete with Cisco Systems Inc in moving data securely over internet networks.

Shares of Acme were trading 7 cents above the offer price of $29.25 in early trading on Monday, suggesting that some investors anticipate a counter bid.

The deal is Oracle's biggest since it bought Sun Microsystems in 2010 for about $7 billion. The company bought nearly a dozen companies in 2012, including Eloqua Inc for $810 million in December.

Telecom carriers have been dumping wireline and other legacy services as people increasingly use a newer breed of devices to access Internet and businesses shift to IP (internet protocol) networks, an area where Acme Packet specializes.

'Users are increasingly connected and expect to communicate anytime and anywhere using their application, device, and network of choice,' Oracle said in a statement.

Oracle Chief Executive Larry Ellison, who has used acquisitions to boost the company's revenue dramatically over the past decade, had said in October he would not rule out a big deal 'down the road'.

'We have been expecting Oracle to make a bigger push into the networking market as convergence across the IT world appears to be inevitable and today's deal supports this notion,' said Brian White, an analyst at Topeka Capital Markets.

The offer represents a 22 percent premium to Acme Packet's Friday close on the Nasdaq. The deal, which Acme said is expected to close in the first half of 2013, is worth about $1.7 billion, net of cash.

Oracle shares were down 1 percent at $35.88 in early trading on the Nasdaq.

Shares of Acme rival Sonus Networks Inc also rose 14 percent on the news, while those of Juniper Networks Inc were up 2 percent.

Acme has been hit by weak telecom spending in the last few quarters as carriers spend less on new projects and delay existing ones. Its shares had fallen 18 percent in the last year as of Friday.

Acme also reported fourth-quarter earnings of 9 cents per share, excluding items, on revenue of $70.7 million.

Analysts expected an adjusted profit of 8 cents per share and revenue of $68.9 million, according to Thomson Reuters I/B/E/S.

(Reporting by Sayantani Ghosh in Bangalore; Editing by Sreejiraj Eluvangal and Saumyadeb Chakrabarty)

Oracle to buy network gear maker Acme Packet for about $2 billion

(Reuters) - Oracle Corp agreed to buy Acme Packet Inc, which makes network equipment to speed up voice, video and data delivery across networks, for about $2 billion.

The $29.25 per share offer represents a 22 percent premium to Acme Packet's Friday close on the Nasdaq. The deal value is based on the number of outstanding shares as of Dec 31.

Oracle shares were down 1.7 percent at $35.60 before the bell. Acme shares were trading at $29.22.

'Users are increasingly connected and expect to communicate anytime and anywhere using their application, device, and network of choice. Oracle Communications along with Acme Packet can help service providers and enterprises meet these demanding requirements,' Oracle said in a statement.

The deal is worth about $1.7 billion, net of cash, the companies said on Monday.

Oracle Chief Executive Larry Ellison, who has boosted Oracle's revenue dramatically over the past decade helped by a series of acquisitions, said in October he would not rule out a big deal 'down the road'.

The company's last acquisition was cloud computing firm Eloqua Inc, which it bought for $810 million in December.

Acme also reported fourth-quarter earnings of 9 cents per share, excluding items, on revenue of $70.7 million.

Analysts expected an adjusted profit of 8 cents per share and revenue of $68.9 million, according to Thomson Reuters I/B/E/S.

Acme has been hit by weak telecom spending in the last few quarters as carriers spend less on new projects and delay existing ones. Its shares have fallen 18 percent in the last year.

(Reporting by Sayantani Ghosh in Bangalore; Editing by Sreejiraj Eluvangal and Saumyadeb Chakrabarty)

Saturday, February 2, 2013

Hackers target Twitter, could affect 250,000 user accounts

SAN FRANCISCO (Reuters) - Anonymous hackers attacked Twitter this week and may have gained access to passwords and other information for as many as 250,000 user accounts, the microblog revealed late on Friday.

Twitter said in a blog post that the passwords were encrypted and that it had already reset them as a 'precautionary measure,' and that it was in the process of notifying affected users.

The blog post noted recent revelations of large-scale cyber attacks against the New York Times and the Wall Street Journal, but unlike the two news organizations, Twitter did not provide any detail on the origin or methodology of the attacks.

'This attack was not the work of amateurs, and we do not believe it was an isolated incident,' Twitter said. 'The attackers were extremely sophisticated, and we believe other companies and organizations have also been recently similarly attacked.'

Privately held Twitter, which has 200 million active monthly users, said it was working with government and federal law enforcement officials to track down the attackers.

The company did not specifically link the attacks to China in the blog post, in contrast to the New York Times and the Wall Street Journal, which both said the hackers originated in China.

Twitter, the social network known for its 140-character messages, could not speculate on the origin of the attacks as its investigation was ongoing, said spokesman Jim Prosser.

'There is no evidence right now that would indicate that passwords were compromised,' said Prosser.

The attack is not the first time that hackers have breached Twitter's systems and gained access to Twitter user information. Twitter signed a consent decree with the Federal Trade Commission in 2010, subjecting the company to 10 years of independent privacy reviews, for failing to safeguard users' personal information.

(Reporting by Alexei Oreskovic; Editing by Gary Hill and Lisa Shumaker)

Friday, February 1, 2013

Apple edges out Samsung for mobile phone sales lead in fourth quarter

SAN FRANCISCO (Reuters) - Apple Inc became the top mobile phone seller for the first time in the lucrative U.S. market during the fourth quarter of 2012, outshining arch rival Samsung Electronics Co Ltd, a report by Strategy Analytics showed.

Apple's share of the U.S. mobile phone market, including feature phones and smartphones, jumped to 34 percent from 26 percent, while Samsung's share grew to 32.3 percent from 31.8 percent, the research firm said.

Samsung had been the top mobile phone vendor in the US since 2008, the firm said. Indeed, for the full year, Samsung still held the crown for mobile phone sales; it had a 31.8 percent share of the U.S. market in 2012, against Apple's 26.2 percent.

Apple investors have recently been anxious about the future growth prospects for the company amid intense competition from Samsung's cheaper phones, powered by Google's Android software, and signs the premium smartphone market may be close to saturation in developed markets.

Overall, mobile phone shipments rose 4 percent to 52 million units in the U.S. during the fourth quarter of 2012, driven by strong demand for 4G smartphones and 3G feature phones.

But in all of 2012, U.S. mobile phone shipments fell 11 percent to 166.9 million, Strategy Analytics said.

Apple sold 17.7 million iPhones in the U.S. in the fourth quarter, up 38 percent from the previous year, driven by aggressive marketing of its new iPhone 5 and steep carrier subsidies, the firm said. Samsung shipped 16.8 million phones during the same period.

In the international arena, Samsung Electronics, with a range of handsets, has overtaken Apple as the world's top smartphone seller.

(Reporting by Poornima Gupta; Editing by Bernadette Baum)