Shareholders Challenge Dell-Perot Merger

FORT WORTH (CN) – Perot Systems shareholders say the company is selling itself too cheaply to Dell computers because Dell has arranged for Perot directors to rake in $64 million from the deal. Shareholders say the $3.9 billion offer – $30 per share – is too low, and that a $130 million “no shop” penalty prevents the Perot board from seeking a better one.

     The deal, which is expected to be closed by January, compels Perot Systems to tell Dell if a third party makes a better offer, so that Dell can match it. This “discourage(s) bidders from making a competing bid,” the class claims.
     Shareholders say the defendant companies are profiting unfairly from the nation’s economic meltdown. Perot Systems increased its earnings by 4 percent in the first quarter of 2009 over the first quarter of 2008, illustrating that the $3.9 billion offer does not reflect the company’s actual worth, according to the complaint.
     Lead plaintiff Delores Lawrie says Perot Systems’ SEC filing leaves shareholders in the dark: it does not state how much Dell has paid Goldman Sachs for past services, nor how much Goldman Sachs is getting for advising Perot Systems on this sale, a possible conflict of interest.
     The class wants the sale enjoined, or rescinded if it is completed before the court decides the case. It is represented by Willie Briscoe of Dallas and by Joseph Levi with Levi & Korsinsky in New York.

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