Dell shareholder Southeastern Asset Management Inc unhappy with buyout

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SummarySoutheastern has privately told the company that it is 'disturbed' by a $13.65 per share offer.

against companies in the past, could take his objections public.

Last year, Hawkins applauded the board of embattled gas producer Chesapeake Energy Corp for stripping CEO Aubrey McClendon of his title as chairman after revelations by Reuters that McClendon's personal dealings might be in conflict with the company's interests.

A few days later, Hawkins sent a letter urging the board to consider selling the company in the wake of a stock plunge caused by the reports. McClendon resigned this year.

Hawkins also agitated against troubled Japanese medical device company Olympus Corp in 2011, after disclosures of a massive accounting scandal, eventually calling for key members of the company's board to resign or be replaced.

LACK OF OPTIONS

Dell has agreed to a 45-day "go shop" period, during which it would look for an alternative deal, but the sources said they did not expect an alternative buyer to emerge.

Meanwhile, the buyout consortium is hoping that investors will realize they do not have any other options when they see the regulatory filing detailing the actions Dell took before arriving at the current deal, the sources said. That filing is expected in mid-March.

Before arriving at the deal, Dell considered various options, which included remaining a stand-alone company, separating its PC business, a leveraged recapitalization or restructuring its assets, one of the sources said.

But it realized that these options would not work, the source said.

Dell was regarded as a model of innovation as recently as the early 2000s, pioneering online ordering of custom-configured PCs and working closely with Asian component suppliers and manufacturers to assure rock-bottom production costs. But it missed the big industry shift to tablet computers, smartphones and high-powered consumer electronics such as music players and gaming consoles.

As of 2012's fourth quarter, Dell's share of the global PC market had slipped to just above 10 percent from 12.5 percent a year earlier as its shipments dived 20 percent, according to research house IDC.

The company's problems made the option to remain independent unattractive, the source said. A leveraged recap -- taking on excess debt to pursue a large share repurchase or pay out a dividend -- would have been a risky proposition, the sources said.

The large number of shares in the hands of index funds also complicates the task of critics. Passively managed funds owned about 292 million, or 17 percent, of Dell shares, according to Thomson Reuters data. Excluding Michael Dell's stake, that represents over 20 percent

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