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Oct 02
2009

Details of Dell’s crush on Perot

Posted by MQuinn in M&ADellDealsacquisitions

MQuinn

Dell's $4 billion acquisition of Perot Systems apparently made so much sense that the computer maker was trying to strike it for two years.

As my colleague John Goff pointed out when the deal was announced last month, the purchase of Perot has seemed like a destined deal ever since Hewlett-Packard acquired IT services leader EDS in May 2008. Turns out it was earlier than that.

In a filing with the Securities and Exchange Commission made on Friday, Perot said that Dell senior management initiated conversations with Perot's management in March 2007 about a possible acquisition. The two sides talked into April, but no specific terms were ever discussed.

The discussion ended at that point, but would start again in late 2007 and last through early 2009. Again, no specific terms would be discussed. "Representatives of Perot Systems indicated that it was not the right time for Perot Systems to pursue a sale transaction," according to the filing.

That's pretty much all that's said about those first two years of talks. But let's read between the lines a bit.

Certainly Dell needed to make something happen in 2007. H-P was winning the PC wars and Dell's share price would fall during the year while the rest of the market would skyrocket.

And while Dell probably wanted to make a deal, M&A was booming, with the buyout frenzy pushing deal multiples to historic highs. It was a sellers' market, so the ball was in Perot's court and it was going to hold on to it until an overwhelming offer came into play.

Then -- bang! -- it's 2008 and everything changes. Maybe Perot was a bit more interested in a deal at this point. But after seeing its shares trade at more than $18 during the previous year, it probably wasn't aching to sell on the cheap when those same shares were under $12 to start 2008. And by the time Perot's shares breached $18 again in August, the whole financial system was a wreck.

Granted, Dell still had the cash to do it (it's financing the whole deal with funds on hand), but nobody was buying anything. And who would risk being the company to make a bust deal at a huge inflection point in the world economy?

But by April 2009, Dell started getting serious in its talks with Perot, according to the filing. The company was in the midst of its first quarter, during which earnings would plummet 63 percent and sales would drop 23 percent.

The haggling would commence in the middle of April with Dell offering between $17 and $19 a share, only to end up agreeing to buy Perot for $30 a share, a 68 percent premium to its share price at the time.

The final agreement could be read as Dell being desperate, but also that the world has normalized enough for companies to start taking educated risks again.

Either way, it's been a long time in the making.

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