Term Sheet

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Dell postpones vote. What now?

July 18, 2013: 9:36 AM ET

DellMichael Dell hasn't won or lost. Yet.

FORTUNE -- Dell Inc. (DELL) has postponed a final vote on its pending $24.4 billion buyout offer from founder Michael Dell and private equity firm Silver Lake, which had been scheduled to take place this morning. The purpose of the adjournment is to "solicit further shareholder votes," according to comments made by special committee member Alex Mandl.

Under terms of the buyout proposal, abstentions are effectively counted as no votes. It is unclear how many absentees there were, although Fortune previously reported that the figure was expected to come in at around 15%. If that estimate turned out to be accurate, and Reuters is right that the offer came in around 150 million votes short, then Michael Dell and Silver Lake likely need to get affirmative votes from around half the absentees.

[UPDATE: WSJ's David Benoit reporting the abstention rate was much higher, at 23%.]

The prospective buyers also could sweeten their $13.65 per share bid, but sources say that isn't happening. Carl Icahn, on the other hand, has been changing up his proposal every couple of days, so it wouldn't be surprising to see that happen at least one more time before the revised voting deadline of July 24.

It's worth noting that several large Dell shareholders -- including BlackRock, State Street and Vanguard -- all reportedly voted in favor of the buyout, less than 24 hours after indicating opposition. Maybe they were just bluffing in order to get a better deal, or perhaps they took off the beer goggles and realized that they are being offered a substantial premium for a company that had fallen below $9 per share last fall.

Seriously: No one wanted Dell until someone wanted it, and then everyone wanted it. When reports originally surfaced of a potential buyout, I only gave it a 20% chance of happening. Not because shareholders would vote it down, but because I couldn't imagine any third-party paying a premium to own it (or partially own it, in the case of Silver Lake). And the business has only decayed since then, while lending costs have increased. Truly amazed that Icahn has garnered as much support as he has. Maybe Michael Dell should have grown a beard...

So we're basically in a wait-and-see mode. It is worth keeping in mind that no official vote was taken, which means that participating shareholders can change their mind over the next week.

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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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