Term Sheet

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Hey Dell, what the hell?

February 19, 2013: 5:25 PM ET

DellDell talks earnings, not buyout.

FORTUNE -- Dell Inc. today reported an 11% revenue decrease for 2012 to $14.3 billion, which actually beat analyst expectations. It also reported earnings of $0.40 per share for the fourth quarter, compared to $0.39 per share estimates.

What Dell (DELL) did not want to talk about, however, was its pending $24.4 billion buyout by company CEO Michael Dell and private equity firm Silver Lake Partners. It also chose not to provide guidance for further quarters, or even make Michael Dell available to analysts.

Apparently the company already thinks it's been taken private. And analysts didn't help matters, by meekly acceding to Dell's request without objection (media was not allowed to ask questions).

Dell is asking shareholders to approve a $13.65 per share deal (plus a $0.16 per share dividend) that is being opposed by the company's two largest outside shareholders. Wouldn't such shareholders benefit from knowing how the company views its future financial prospects, before casting their ballots? At the very least for Q1 2013?

And if the company isn't going to address the buyout, why was Michael Dell kept on the sidelines? Seems to be a mixed-message, so long as he's still in charge on a day-to-day basis.

To be sure, Dell ran a risk of the earnings call turning into little more than analysts probing into whether or not management thinks Michael Dell is willing to sweeten his offer. And clearly such talk would have made the lawyers nervous.

But the reality is that, from a shareholder perspective, Dell is now all about the buyout. And refusing to discuss it seems to put the company more on the side of its buyers than on the side of its owners. So long as the company is still public, it should act like it.

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About This Author
Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

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