The Dell-Icahn Debacle Exemplifies what’s Wrong with Wall Street

Patrick Moorhead / July 9th, 2013

There have been a lot of industry and financial discussions lately about Dell’s privatization efforts.  So far, I have stayed out of the fray, but I think it is now time for me to weigh in on what I consider a total debacle…. a total lack of understanding of strategy, the technology industry, and Dell.  The current institutional investors who are mulling which way to vote on the Dell-Silver Lake offer appear clueless as they risk their current investments in search of a few pennies more from Icahn and Southeastern.  This is a good example of what’s wrong with Wall Street.  Let me start with the basic Icahn-Southeastern hypothesis.

Icahn and partner’s basic premise is that a newly appointed board can run Dell better than it’s running Dell today, and therefore they must think that Dell’s current board is mismanaging the company.  Many in the industry would like to know who those proposed board members are, their backgrounds, and exactly how their strategy would be different.  Are the proposed board members smarter, more experienced than the Dell’s current board?  So far, no details from the Icahn camp so it’s impossible to assess.

Given the massive wealth Icahn has amassed, he obviously has some brilliant folks, but would the new board have technology backgrounds or would they come from areas where Icahn has amassed wealth?  Icahn Enterprises web site states that“Icahn Enterprises L.P. (NASDAQ: IEP), a master limited partnership, is a diversified holding company engaged in nine primary business segments: Investment, Automotive, Energy, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion.” Outside of investments and energy, each one of these markets is dominated by slow rate of change in terms of market dynamics, competitive shifts and growth.

Take high tech smartphones as an example. Five years ago, the leaders in smartphones were Nokia (40% share), RIM (16% share), and then Apple (9% share).  Android, hadn’t even shipped a phone five years ago and now it is the leading smartphone operating system today.  Nokia and RIM are almost out of the smartphone market and now Samsung (33% share) and Apple (17% share) lead the pack.  Five years ago, Facebook had 100M users and Twitter had around 1M tweets a day.  Now, Facebook has 1.1B users and Twitter now has 400M tweets per day. Technology isn’t railcars.

To give investors a better sense of comparing boards, Icahn and partners should divulge exactly who would be on the newly proposed board of directors.

Appointing a new board of directors would mean a new strategy, but what strategy? To offer nearly $25B to buy something, you must have some theory on what can be improved that the other guys missed or mis-executed.  There must be some low hanging fruit that no one else sees, right?  So far, there have been no specific proposed strategy changes floated by the Icahn camp.

I have been researching Dell’s strategy for close to 20 years. I was their competitor at AT&T and Compaq for nearly a decade, was a supplier for over a decade at AMD, and my firm researches them and their competitors today.  As PC growth declined, Dell had to pick a direction: stay bottled up in the consumer client-computing market or grow into an end-to-end enterprise player in data center infrastructure, software and services. Looking what it took for Samsung and Apple to rise to a duopoly in consumer phones and tablets, Dell chose the right direction.  Dell, who was very strong in servers and business PCs, went on a $13B acquisition tear for five years in services, software, storage, and security to pull together those pieces to become that end to end player.  It is a strategy that will take at least five more years to bear full fruit, as Dell needs time to pull those disparate parts into one holistic offering.

So what is the Icahn and partner’s strategy?  No one knows, but if that camp views previous Dell acquisitions as a bad choice, one must assume that divestitures is in the cards, selling off many of the businesses that Dell just acquired.  To an end-to-end enterprise player, this is like amputating a foot on a runner.  You need all limbs in good condition to finish the five year race.  I would view the selling of assets as a pre-cursor to Dell’s demise as a company, but this is what I view as a high probability with an Icahn acquisition.

To remove any ambiguity, I think it would help clarify for everyone for the Icahn camp to reveal some parts of the new strategy. Imagine what happens to the company value if, when the smoke clears with an Icahn win, there isn’t a new and amazing strategy or one that’s rejected by the employees.

There is a scenario where Michael Dell could still hold around 40% of the shares and could wage a proxy battle if Icahn won.  There could also be a split board of directors, a total mess. So what if Michael Dell just sells his stake and walks?  Michael Dell is worth billions, there are a lot of other interesting investments to make, and I’m sure his wife and kids would love to see him home more often.

While I think the possibility is low that Michael would walk with an Icahn takeover, investors should consider the “what-if”.  At this stage in Dell’s turnaround, if Michael Dell, left, Dell Corp. would die.  It’s as plain as simple as that.  Dell has great lieutenants, but if you’ve ever worked in a large, high-tech company, you know that the CEO choice drives the “operating system” of the company. The CEO drives the way decisions are made, the operating cadence, and is the cheerleader to the employee base.  This is particularly important when you have a founder-CEO.  You don’t want your founder-CEO leaving during a time of chaos, you want years of transition to a new one.  I can just imagine what happens to the stock price if Michael left.

Investors have a big vote on July 18 to accept or reject the Dell-Silver Lake offer.  The ISS, or Institutional Shareholder Services, has cleared the Dell-Silver Lake deal, which means institutional investors have “cover” to proceed.  Even with that, Icahn has vowed to keep the deal in the courts for years.

If the Icahn deal goes through, Michael Dell could wage his own proxy battle and there could even be a split board of directors.  This sounds like a complete mess and chaos would ensue.  What do you think that does to the turnaround momentum, employee and customer sentiment….. and the stock price?  If $13.65 a share sounds low, how about the pre-buyout price of around $9 or lower?  That is what the current institutional investors are risking here, based on their lack of understanding of high tech and what it takes to position Dell for growth.  Sure Apple valuation is a bigger “crime”, but the Dell-Icahn debacle demonstrates what’s wrong with Wall Street.

Patrick Moorhead

Patrick Moorhead was ranked the #1 technology industry analyst by Apollo Research for the U.S. and EMEA in May, 2013.. He is President and Principal Analyst of Moor Insights & Strategy, a high tech analyst firm focused on the ecosystem intersections of the phone, tablet, PC, TV, datacenter and cloud. Moorhead departed AMD in 2011 where he served as Corporate Vice President and Corporate Fellow in the strategy group. There, he developed long-term strategies for mobile computing devices and personal computers. In his 11 years at AMD he also led product management, business planning, product marketing, regional marketing, channel marketing, and corporate marketing. Moorhead worked at Compaq Computer Corp. during their run to the #1 market share leader position in personal computers. Moorhead also served as an executive at AltaVista E-commerce during their peak and pioneered cost per click e-commerce models.
  • James King

    Great article.

  • hfortuna0828

    I am sure there something for Icahn either way. It is all about getting a quick buck. If he walks away, he still wins., I’m sure.

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