DealBook: U.S. Security Panel Clears a Chinese Takeover of Smithfield Foods

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DealBook: Judge’s Ruling Removes Hurdles to a Dell Takeover Bid

DealBook: Telefónica Denies Talk of AT&T Takeover Bid

Sebastião Moreira/European Pressphoto AgencyTelefonica’s Vivo brand based in Sao Paulo, Brazil.

MADRID – Telefónica denied a report on Monday that AT&T had made a $93 billion approach for the Spanish telecommunications giant.

The denial came after a report by the Spanish newspaper El Mundo that the American company had been thwarted in a potential bid for Telefónica after the Spanish government told AT&T it would oppose such a deal for national strategic reasons.

AT&T’s prospective deal would also have included the assumption of Telefónica’s 52 billion euros in debt, according to El Mundo.

In Madrid, shares of Telefónica rose as much as 3.9 percent on Monday before paring back gains. They were up 2.6 percent in late morning trading.

Telefónica has been hurt by an increasingly difficult economic environment and has been looking to unload or spin off assets to reduce its debt levels. The company has been weighed down by a lengthy recession in Spain, which still represents a third of its operating profit but where it lost more than three million customers last year.

Despite Europe’s gloomy outlook, the phone, wireless and cable sector has been one of the few bright spots in the moribund mergers and acquisitions market, as several American players, including John C. Malone’s Liberty Global, continue to hunt for assets.

The Mexican billionaire Carlos Slim Helú has acquired companies like the Dutch cellphone operator KPN and its Austrian counterpart, Telekom Austria. Mr. Malone’s Liberty Global also recently completed its $16 billion takeover of the British cable company Virgin Media.

Rumors also abounded that Verizon was planning a $100 billion approach to buy the 45 percent stake it did not already own in Verizon Wireless from its British partner, Vodafone.

In a brief statement, Telefónica said it had not been approached by AT&T.
“In relation to press rumors published today, Telefónica states that it has not received any approach, nor any indication of interest, neither verbal nor in written form, from any party,” the company said.

A representative for AT&T declined to comment

The Spanish economy’s problems, coupled with Telefónica’s mountain of debt after a decade of aggressive investments in Latin America and Europe, raised concerns last year over how the company would be able to continue servicing its debt. Recent divestments, though, have helped alleviate such concerns. So did the decision by Telefónica to scrap its dividend payment for 2012. The company is aiming to cut its debt to below 47 billion euros by the end of this year from about 52 billion euros now.

As part of debt-reduction efforts, Telefónica spun off its German subsidiary, Telefónica Deutschland, raising $1.9 billion in Europe’s largest initial public stock offering last year.

The company also sold its $1.4 billion stake in China Unicom back to the Chinese firm, while it continues to consider a potential listing for its Latin American divisions.

More than half of the assets of Telefónica are in Latin America, where its main competitor has been América Móvil, controlled by Mr. Slim.

AT&T reduced its stake in América Móvil to 9 percent this month, but remains the second-largest shareholder in the company after Mr. Slim and his family. Any deal with Telefónica would therefore probably raise antitrust issues in Latin American markets.

The Spanish government also denied on Monday that it had vetoed a takeover approach by AT&T. José Manuel Soria, the industry minister, told Spanish national television that he held talks with the management of AT&T at a conference in Barcelona earlier this year, but that the American executives had not made any mention of Telefónica as a possible target as part of their expansion plans in the European market.

Mark Scott reported from London.

DealBook: Kabel Deutschland Discloses Takeover Approach by Liberty Global

Lisi Niesner/ReutersKabel Deutschland has been approached by several potential suitors.

Kabel Deutschland said on Monday that it had received a preliminary takeover bid by John C. Malone’s Liberty Global, setting up a potential bidding war for the German cable operator.

In a brief statement, Kabel Deutschland acknowledged speculation that Mr. Malone was interested in a deal, a move that potentially interrupts the German company’s talks with Vodafone of Britain.

Any takeover is likely to value the company at more than $10 billion.

Behind the growing interest in Kabel Deutschland are efforts by companies to break into the fast-growing German cable and television market.

Both Vodafone and Liberty are considered natural bidders for Kabel Deutschland, because both already operate in Germany. The biggest company in that market, Deutsche Telekom, is likely to be barred from bidding under antitrust regulations.

The German company is being advised by Morgan Stanley and Perella Weinberg Partners.

DealBook: Talk of Takeover Grows at Health Management Hospital Group

David Albers/Naples Daily NewsPhysicians Regional Medical Center in Naples, Fla., part of Health Management Associates, the third-largest for-profit chain.

Ever since the chief executive of Health Management Associates, the for-profit hospital system, abruptly announced nearly three weeks ago that he would be leaving to lead a religious mission in South America, speculation has mounted about whether the company could be headed for a takeover.

Its stock has soared 36 percent to a six-year high. Its largest shareholder appears eager to play a bigger role in determining the company’s next steps, even if that means taking on the board. And executives from the most likely potential buyer have — without naming names — indicated they could be in the market.

This week, H.M.A., which is based in Naples, Fla., said its board had hired financial advisers to help it consider strategic alternatives but also made clear it would not discuss its plans in any detail.

Pressure is intensifying on the company and its board, particularly its chairman, William J. Schoen, who is viewed by some analysts as less than enthusiastic about selling.

A former chief executive who has shaped and reshaped the company several times over the decades, Mr. Schoen, 77, has been chairman for 27 years.

“He’s certainly someone who’s played a very strong role in forming the company’s strategy,” said Darren Lehrich, an analyst at Deutsche Bank. “There could be some protecting-the-legacy issues there.”

H.M.A. is the nation’s third-largest for-profit hospital chain, by number of beds, with 71 locations. It has struggled in recent months with falling inpatient admissions to its hospitals.

While other hospitals also reported weaker financials in the first few months of this year, the company’s revenue may have also been hurt by an investigation by CBS’s “60 Minutes” that ran late last year, highlighting concern over whether patients were being unnecessarily admitted. In the report, several former employees said the company coerced doctors to admit patients to its hospitals, regardless of medical need, to increase company profits.

H.M.A. has denied the accusations, saying admissions are based solely on what is best for patient care.

Among the myriad government investigations and civil lawsuits that the company discloses in its regulatory filings, H.M.A. has also indicated that United States attorney’s offices in seven states were investigating its physician referrals, including financial arrangements and the “medical necessity of emergency room tests and patient admissions.”

The inquiry appears to be part of a broader look by federal regulators into whether some of the nation’s hospitals are pressing emergency physicians and others to admit patients who could be treated without having to stay overnight in the hospital.

H.M.A. said it was cooperating with regulators.

Some Wall Street analysts say those various investigations and lawsuits could turn off potential buyers.

“Buying H.M.A. means dealing with its troubled operations plus escalating risks from burgeoning legal issues that could prove prohibitively expensive,” Vicki Bryan, an analyst at the bond research firm Gimme Credit, wrote in a note to clients earlier this month.

Others note that since a wave of acquisitions several years ago by private equity, most of the deal activity among public hospital systems has been for single hospitals or smaller deals.

“There are a lot of smaller, not-for-profit hospitals that are looking for financial partners,” said Dean Diaz, a senior credit officer at the Moody’s Corporation. “There are a lot of potential targets out there that can be done without necessarily looking for a big transformational deal.”

A series of curious moves kindled the recent speculation around the company.

In early May, Glenview Capital Management, the hedge fund founded by Lawrence M. Robbins, signaled in a regulatory filing that it had increased its stake and now held more than 37 million shares, or 14.6 percent of H.M.A.’s outstanding shares. The filing allowed it to make direct recommendations to the board.

The company’s stock hardly budged on the news. But the filing drew a much sharper, defensive response from the board.

More than two weeks later, at a board meeting, the company adopted a so-called poison pill to thwart any hostile takeover by a large investor. The pill goes into effect if any investor tries to buy 15 percent or more of the company.

Within a few days Glenview issued a clarification that said it had no interest in acquiring the company.

Investors were then surprised in late May when the company announced that its chief executive, Gary D. Newsome, 55, would retire at the end of July to take over as president of the Uruguay-Montevideo Mission in South America.

Mr. Newsome, who became chief executive in 2008, earned nearly $22 million in total compensation over the last three years, according to regulatory filings. Mr. Newsome had been a senior executive at Community Health Systems, another for-profit hospital system.

Gary Newsome is leaving as C.E.O. of the hospital chain.

This week, Glenview raised the stakes when it asked the board to remove or change the poison pill in a way that would allow investors to acquire a bigger stake without activating it, according to the regulatory filing.

The letter added that Glenview was evaluating whether to formulate a proposal to make changes “to all or a portion” of the company’s board.

That’s an unusually aggressive and public stance for Mr. Robbins, who observers say prefers to exert his influence on companies in a more friendly, behind-the-scenes way.

Mr. Robbins has been eager for hospital stocks for more than a year, talking them up at a New York investor conference a year ago. Glenview owns stakes in several publicly traded for-profit hospital systems.

The list of potential buyers for H.M.A. isn’t long, with many pointing to Community Health as the most likely candidate.

Citing the company’s success in its $6.8 billion takeover of Triad Hospitals in 2007, an executive for Community Health told investors at a conference in late May that it was “open to doing that again.”

But the executive emphasized that any potential deal would have to be done on friendly terms. Community Health learned that lesson the hard way after its unsuccessful unsolicited bid for Tenet Healthcare in 2010 wound up in an ugly mix of lawsuits and accusations of fraud and wrongdoing between the two hospital systems.

Community Health has disclosed it is also under investigation by the Justice Department, which is seeking information “about our relationships with emergency department physicians, including financial arrangements.” Community said it was cooperating with government officials. The company declined to comment further on the investigation and its potential interest in H.M.A.

The question many are asking is whether H.M.A.’s directors, particularly Mr. Schoen, would welcome even a friendly bid.

In its statement on Wednesday, the board said it had engaged Morgan Stanley and Weil, Gotshal & Manges to consider “strategic alternatives and opportunities available to H.M.A.”

While Mr. Schoen has spurned efforts by others to acquire H.M.A. in recent years, he is certainly no stranger to deal-making. The chairman of a small bank in Naples that he had started, Mr. Schoen joined H.M.A.’s board in 1983. Less than two years later, after setting the company on its course of acquiring rural hospitals, he was named co-chief executive.

Later, in 1988, Mr. Schoen took H.M.A. private and then public again in 1991.

But a few years ago, in 2007, when H.M.A. engaged in serious discussions about a potential buyout with a group of private equity firms, Mr. Schoen thwarted their efforts. He engineered a deal in which the company borrowed $3.25 billion, loading the company up with debt, to pay shareholders $2.4 billion in dividends.

DealBook: Dole Food Receives Unsolicited Takeover Offer From C.E.O.

Saul Loeb/Agence France-Presse — Getty ImagesDole reported revenue of $4.2 billion last year.

6:49 p.m. | Updated
The chief executive of the Dole Food Company made an unsolicited bid for the fruit and vegetable producer on Tuesday, hoping to take the company private after years of middling performance.

The executive, David H. Murdock, has offered $12 a share for the 60 percent of Dole that he does not already own, valuing the company at almost $1.1 billion. His bid is 18 percent above the company’s closing price on Monday.

In a statement, Dole’s board said that it would review Mr. Murdock’s proposal. The executive said that he hoped to secure an agreement by the end of July.

Shares of Dole closed Tuesday at $12.46, up 22 percent and above the offer price. That suggests investors are betting that Mr. Murdock will need to raise his bid.

The surprising proposal by Mr. Murdock, a self-made billionaire who turned 90 two months ago, is the latest chapter in the long history of Dole, the company that introduced Americans to Hawaiian pineapples in the 19th century.

Dole traces its roots to missionaries who ventured to the Hawaiian islands and established Castle & Cooke, which eventually became one of the most powerful agricultural concerns in the region and a force in local politics.

But the company began to falter in the 1950s and neared collapse by 1985, when Mr. Murdock bought Castle & Cooke and revived its fortunes. Among its fastest-growing businesses was Dole, named for its founding family, which became one of the world’s biggest sellers of fresh fruit and vegetables.

Dole separated from its historical parent in 1996, and seven years later Mr. Murdock agreed to buy it for $2.3 billion. It went public again in 2009, in an offering that valued it at $1.1 billion.

Based in Westlake Village, Calif., Dole had about 34,800 employees as of the end of 2012.

Since that initial public offering, however, Dole has cast about for ways to bolster its profitability. In September, Dole said it would sell its packaged foods and Asian fresh fruit businesses to the Japanese trading house Itochu Corporation for $1.7 billion. The sale was completed in April.

The business has proved volatile, subject to unexpected bouts of bad weather that have weighed on earnings. Last year, it lost $144.5 million, while sales declined 11 percent, to $4.25 billion.

And last month, Dole reported a 22 percent decline in its first-quarter nonadjusted pretax profits, to $34.2 million, compared with the period a year earlier.

To Mr. Murdock, the company’s current slump may be just one more obstacle to overcome, as part of a life full of hurdles. A school dropout who was homeless after leaving the Army, he began amassing his wealth through a career in real estate development in the Southwest.

He later turned to investments, culminating in the takeover of Castle & Cooke. That company remains a major real estate developer with holdings throughout the country.

Among Castle & Cooke’s holdings until recently was the Hawaiian island of Lanai. Mr. Murdock sold it to Lawrence J. Ellison, Oracle’s chief executive, for several hundred million dollars.

Mr. Murdock has parlayed that career into great wealth. Forbes estimated his fortune at about $2.4 billion as of March, ranking him No. 613 on its billionaires list.

Beyond investing, he has pursued a number of other preoccupations, notably health. The billionaire was instrumental in the construction of a large nutrition research facility in North Carolina dedicated to the proposition that a largely plant-based diet is the key to longevity.

Deutsche Bank is advising Mr. Murdock on the takeover deal.

DealBook: Billabong in Talks Over $300 Million Takeover

Matt Dunbar/Association of Surfing Professionals, via Associated PressBillabong sponsors surfing competitions around the world.

Billabong International is trying to avoid a total wipeout.

The Australian surfwear company, whose shares have fallen around 65 percent since it rejected a $824 million takeover offer from the private equity firm TPG Capital last year, said on Tuesday that it was in talks to sell itself for $300 million.

Billabong said the discussions were with a group led by Paul Naude, the former head of its American operations, and the buyout firm Sycamore Partners Management, and would last for 10 days.

The consortium has offered to buy the struggling retailer for 60 Australian cents a share (about 63 American cents), an 18 percent discount on Billabong’s closing share price on April 2 before the stock was suspended.

Billabong has fallen on difficult times because of changing consumer tastes and the financial crisis. It has closed stores and sold assets as part of an effort to restructure the company.

DealBook: How Michael Dell’s Takeover Bid Got Hatched

Lucas Jackson/ReutersMichael S. Dell was willing to put up his own capital for the leveraged buyout of Dell.

Shareholders may still be irate over the $13.65 a share that Michael S. Dell has bid for the company that bears his name.

But according to the company’s proxy filing on Friday, the price has come a long way from what Mr. Dell‘s partner, Silver Lake, first offered.

Here’s a chronology of Silver Lake’s bidding history, stretching well back to the early days of Dell’s deliberations about whether to go private.

They’re set against what the proxy describes as a series of missed financial projections and increasingly dire assessments by the Boston Consulting Group, which the committee had retained as an additional adviser.

June 15: Southeastern Asset Management, Dell’s biggest outside investor with what is now an 8.4 percent stake, reaches out to Mr. Dell with a novel idea: taking the company private. Southeastern had expressed interest in staying invested in the computer maker in any leveraged buyout and furnished Mr. Dell with a spreadsheet and other information.

July 17 to Aug. 14: Mr. Dell first meets with Silver Lake at an industry conference and begins discussing the idea of taking the company private. Mr. Dell also has conversations with an unnamed private equity firm, dubbed “Sponsor A” in the proxy filing, about a leveraged buyout. (That firm was Kohlberg Kravis Roberts, according to people briefed on the matter.)

Last month, DealBook noted that Mr. Dell had had discussions with top executives at both firms — Egon Durban of Silver Lake and George R. Roberts of K.K.R. — in Hawaii, where all three men have residences.

On Aug. 14, Mr. Dell formally notified Alex Mandl, the company’s lead independent director, that he was interested in taking the computer maker private. Six days later, the board formed a special committee, with Mr. Mandl as its head.

Months of deliberations within the Dell special committee began, as Silver Lake and K.K.R. began conducting due diligence.

Oct. 23: Both Silver Lake and K.K.R. submitted preliminary offers for the computer company. Silver Lake offered to pay $11.22 a share to $12.16 a share for all of Dell. Its bid envisioned Mr. Dell contributing his 16 percent stake in the company to the deal.

K.K.R. contemplated paying $12 a share to $13 a share. The firm assumed that both Mr. Dell and Southeastern Asset Management, Dell’s biggest outside investor with a roughly 8.4 percent stake, would join the offer. Mr. Dell was also expected to kick in an additional $500 million.

Nov. 2: Bankers at JPMorgan Chase, on behalf of a special committee of Dell’s board, contacted both Silver Lake and K.K.R. about initial feedback on their offers.

Nov. 16 and Nov. 17: Mr. Dell and other top Dell executives met with Silver Lake and K.K.R. to discuss potential revised bids. The company founder told both firms “that they should assume that he would be prepared to participate at the highest price they were willing to pay,” according to the filing.

Dec. 3: A Goldman Sachs analyst published a research note musing on the possibility of Dell going private, sending the company’s shares up to $10.06 a share. Later that day, K.K.R. dropped out of the sale process.

Dec. 4: K.K.R. elaborated, saying that its investment committee “was not able to get comfortable with the risks to the company associated with the uncertain PC market, and the concerns of industry analysts regarding the competitive pressures the company faced.”

Also that day, Silver Lake raised its bid to $12.70 a share and stripped away unspecified conditions from its earlier proposal.

Dec. 5: During a meeting of the special committee, JPMorgan bankers said that they considered Silver Lake and K.K.R. the most likely private equity bidders for Dell. A third investment firm, “Sponsor B” — which people briefed on the matter confirmed was TPG Capital — was the next most likely to make “a credible proposal.”

Dec. 7: Mr. Mandl of the Dell special committee reached out to TPG to invite it to consider making a bid. The private equity firm agreed, and two days later began looking at the company’s books.

Dec. 10: Mr. Mandl told Silver Lake that its bid of $12.70 was too low and would need to be raised much higher. At that meeting, the investment firm asked for permission to approach Microsoft about providing financing, as well as other potential lenders.

The special committee granted permission for that outreach the next day.

Dec. 14 to Dec. 16: Dell signed confidentiality agreements with a number of potential lenders to Silver Lake. The banks were the Royal Bank of Canada, Credit Suisse, Barclays and Bank of America Merrill Lynch.

Silver Lake subsequently asked for financing proposals by Jan. 3.

Dec. 21: TPG asked JPMorgan bankers for permission to submit its preliminary offer within the next few days.

Dec. 23: TPG dropped out from the bidding process, citing “concerns about the negative trends in gross margin and earnings in the PC business and the decline in the company’s operating performance, including the decline in its operating margins.”

Jan. 16: Silver Lake revised its bid, now fully financed by its four banks, to $12.90 a share. The proposal also included a $2 billion loan from Microsoft.

Jan. 17: Mr. Mandl, of the Dell special committee, told Mr. Dell that he was pessimistic that a deal could be reached, and asked for suggestions about how to improve the company while keeping it a publicly traded concern.

Mr. Dell reiterated that he believed taking the company private was its best course of action.

Jan. 19: Mr. Mandl told Mr. Dell that the special committee would accept an offer of $13.75 a share$13.25 a share.

Mr. Mandl told Silver Lake’s Egon Durban that his suggestion was “not intended to be the start of a price negotiation” — to which Mr. Durban said that the firm would go no higher and would have to walk away.

Later that day, JPMorgan began talking with Silver Lake about raising its bid.

Jan. 20: Silver Lake floated another revised bid, worth $13.50 a share. But JPMorgan said that likely wouldn’t pass muster.

Jan. 21: Silver Lake began discussing with Mr. Dell the possibility of his rolling over his shares in a deal below the price offered to other shareholders. The company founder said he was willing to value his shares at $13.36 a share to prod Silver Lake into offering $13.60 a share.

Jan. 24: Silver Lake told JPMorgan that it was prepared to offer $13.60 a share as its “best and final offer.”

Later that day, bankers at Evercore Partners, another adviser to the Dell special committee, received a number of unsolicited proposals. One came from an unnamed strategic bidder — which people briefed on the matter said was General Electric‘s GE Capital — offering to buy Dell’s financial services arm for book value, or about $3.5 billion to $4 billion.

And the Blackstone Group said it was interested in participating in any “go-shop” process aimed at flushing out alternatives to any bid from Mr. Dell and Silver Lake.

Jan. 29: Advisers to Dell’s special committee met with Southeastern and its outside lawyers. During the meeting the asset management firm said that it would oppose any deal in the range of $14 a share to $15 a share that didn’t give existing big investors, such as itself, the chance to roll over their stakes as part of a deal.

Informed of Southeastern’s demands later that day, Mr. Dell and Silver Lake said that they weren’t interested in any deal that would let public investors keep a stake in the company.

Feb. 3: Silver Lake offers to revise its bid in one of two ways. Either it would pay $13.60 a share and let Dell continue to pay its quarterly dividends until the deal closed, or $13.75 a share if Dell halted its dividends.

The special committee reiterated that it wouldn’t accept a price of $13.60 a share.

Feb. 4: Silver Lake contacted the special committee to say that it would be willing to pay $13.65 a share while allowing dividends to continue being paid.

Following a series of meetings, Dell’s special committee ultimately recommended that the full board accept the $13.65-a-share bid.

A little after 11 p.m., the Dell board voted to accept Silver Lake’s final bid. Lawyers for the two sides worked through the night to finalize the necessary legal documents.

Feb. 5: Dell and the buyers signed contracts and formally announced the deal.

Fair Game: Dell Shareholders Look Hard at Takeover Effort

That’s what more and more Dell shareholders appear to believe about the $13.65 per-share price proposed on Feb. 5 by Mr. Dell and Silver Lake Partners, a technology investment firm. Initial objectors to the buyout have been joined by additional shareholders concerned about getting a fair shake.

The issue of fairness is a hazard of management-led buyouts, of course. Are insiders, who have an enormous information advantage owing to their deep knowledge of a company’s operations, trying to get control of an enterprise when its shares are perhaps temporarily depressed? Over the last year, Dell’s stock has lost 19 percent of its value.

Some investors wonder if Mr. Dell, who owns 14 percent of the shares outstanding, might have a hot new product on the drawing board that has the potential to make the company a highflier again.

Neither management nor Mr. Dell is saying much of anything about the company’s prospects. Last Tuesday, when Dell announced mixed earnings for the year, the company declined to make any projections for coming quarters on the conference call with investors and analysts. Its chief financial officer cited the pending deal as the reason no outlook was given.

As is the case with all insider deals, there’s great potential for outside shareholders to be treated unfairly. Making the deal even more problematic, Dell’s shareholders have little data upon which to assess its price. Dell’s regulatory filings say that the $13.65 per-share price is the result of extensive “bids and arms-length negotiations” between Silver Lake and the special committee of Dell’s board beginning in late October 2012.

Still, there’s no mention of how the $13.65 per-share offer stacks up against the company’s long-term enterprise value, an assessment of future earnings potential that is a typical measure in a takeover. Instead, the offer by Mr. Dell and Silver Lake seems based on the company’s recent stock price. Their $24.4 billion deal represents a 37 percent premium to the stock’s average price over the previous three months, they say.

Meanwhile, Southeastern Asset Management, one of Dell’s largest outside shareholders, estimates that the company is worth $23.72 a share, almost 75 percent more than the buyers are offering. Southeastern has come to that conclusion using publicly available information, however, because that’s all it has access to.

Naturally, both of these parties have a vested interest in getting their price in the deal. Mr. Dell and his group want to pay as little as possible, while long-suffering outside owners hope for more.

Trying to remedy this unsatisfying situation, an uninvolved investor organization has made an excellent suggestion: an independent, peer-reviewed analysis of Dell’s enterprise value should be done on behalf of its outside shareholders. Based on the same information Dell’s management has, such an assessment would assure investors that they are being bought out at a fair value.

This idea comes from the Shareholder Forum, a nonpartisan, independent creator of programs devised to provide the kind of information investors need to make astute decisions. The Forum, overseen by Gary Lutin, a former investment banker at Lutin & Company, suggests hiring a qualified expert to analyze the company’s operations. This would be similar to the so-called fairness opinions provided to shareholders in takeovers by outsiders. The analysis would be subject to confidentiality when necessary and would be reviewed by recognized analysts, academics and other investment professionals.

On Feb. 14, Mr. Lutin sent a letter to Mr. Dell and Alex Mandl, chairman of the special committee of Dell’s board charged with ensuring the deal’s fairness to all shareholders. In the letter, Mr. Lutin asked that the company support the independent analysis and provide assistance in its preparation.

Mr. Lutin said he had assumed that the board committee and Mr. Dell would want to support this project. “Shareholders have a very well-established right to any information relevant to their investment decisions under Delaware law,” Mr. Lutin said last week. “They also have the right to expect management to be responsible for addressing those interests.”

But last week, Mr. Lutin said that lawyers representing Mr. Mandl and his committee told him they would not be supporting the independent analysis.