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 of the vote.
Opponents of the deal would have to muster a majority vote, excluding Michael Dell's stake, to shoot down the deal.
While index funds typically have policies that they will only vote in favor of mergers that maximize shareholder value, in practice they tend to vote yes.