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Tobacco to tech: Mount Pleasant law firm Motley Rice has stake in dispute over Dell buyout

Michael Dell (left) is in a pitched battle with another billionaire, investor Carl Icahn, over a proposed sale of Dell Inc.

A couple of billionaires are waging an epic battle over the ownership of an all-American success story that’s struggling to find its second act: personal computer giant Dell Inc.

The resolution could well require part litigation, part negotiation.

That would suit Joe Rice of the Mount Pleasant-based law firm Motley Rice just fine.

Rice played a key role in shepherding and finalizing the landmark $206 billion national tobacco settlement in the late 1990s. He’s now partly immersed in the Dell dispute, which centers on a $24.4 billion offer from founder Michael Dell and other investors to take the company private by buying out all other shareholders.

Dell, the one-time pre-med student, has spelled out some of the ways he plans to revive and reinvent the custom PC-making venture he started in a University of Texas dorm room in the early ’80s. They include cutting costs, beefing up the sales force and investing in more profitable business lines to offset waning demand for laptops and desktop units. The tech billionaire thinks he can pull all of this off more effectively without Wall Street scrutinizing his every move.

Rice’s national personal-injury law firm diversified some years ago into the growing field of shareholder litigation, taking on publicly traded companies over corporate governance grievances. In the Dell Inc. matter, Motley Rice represents some German investment firms that feel the proposed insider buyout bid, well, stinks.

“When Michael Dell started his attempt to take Dell private, we looked at it with our clients and decided this didn’t smell right,” Rice said.

Nodding in agreement somewhere is another billionaire, Carl Icahn, the onetime corporate raider who’s now mostly described as a shareholder activist. As Dell’s second-biggest stock owner, he’s leading the charge to defeat the $13.65 a share buyout of the PC giant, saying the “going private transaction” undervalues the business.

Rice doesn’t represent Icahn. But he knows him well.

“Carl is a friend of mine, and he and I have done business before,” he said.

As it turned out, a June 17 letter from Icahn to Rice ended up in an exhibit to a public filing that Icahn’s New York-based firm submitted to federal stock market regulators. In it, Icahn vented to the Mount Pleasant lawyer about what he perceived as a calculating public relations strategy: “Over the past few months, the company has embarked on a pattern of disclosing increasingly negative results and prospects. From a deteriorating PC market outlook to massively reduced margins, the present and future are being presented by management as bleak. But we believe that a number of business decisions have created this bad news. It’s a process that management controls — the worse the company looks, the more there is for shareholders to fear, the more likely the going-private transaction is approved.”

Icahn has submitted three separate alternatives to Dell — including an offer to buy two-thirds of the stock for $14 a pop — to no avail.

“There’s still a fight,” Rice said July 2.

He was right. Just last week, Icahn urged fellow shareholders to formally oppose the buyout with him so that a court can decide if the company is worth $13.65 a share. Or more. Or less. He noted that in a letter that his novel “appraisal” option allows investors to take the original deal within 60 days if they change their minds.

“To add a new twist to an old saying, ‘you can have your cake and eat it too,’” Icahn wrote.

It’s unlikely he’ll get a court date before Thursday. That’s when Dell investors will decide whether to support or spurn the founder’s offer. Three shareholder advisory firms last week recommended accepting the bid that’s on the table.

Even so, the closely watched vote could go either way, according to reports last week.

Rice, for one, is hoping this epic battle won’t end this week.

“What will have to happen is we’ll have to vote the Dell proposal down,” he said.

And what then?

“And then we’ll go through the process.”



Reach John McDermott at 937-5572.

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