EXCLUSIVE - Dell shareholder Southeastern unhappy with buyout

Shoppers walk past a Dell booth at the COMEX information technology and consumers technology exhibition in Singapore August 28, 2008.

REUTERS - Dell Inc's (DELL.O) largest independent shareholder, Southeastern Asset Management Inc, has told the computer maker that a $24.4 billion buyout bid undervalues it, adding to a chorus of investor dissatisfaction with the landmark deal to take it private, two sources close to the situation said.

Southeastern has privately told the company that it is "disturbed" by a $13.65 per share offer for the third-largest PC maker by a consortium led by founder and CEO Michael Dell, and instead believes Dell is worth $20 per share, the sources said on Thursday.

The Memphis, Tennessee-based fund, which owns a 7.5 percent stake in Dell, did not return calls seeking comment.

Southeastern has not commented publicly since the deal was announced on Tuesday, but Chief Executive Mason Hawkins said in a September 30 filing that the fund believed the company's shares were worth in the "low 20s" even if Dell's personal computing business was valued at nothing.

A representative for the buyout consortium, which also includes private equity firm Silver Lake Partners and Microsoft Corp (MSFT.O), declined to comment. Dell was not available for comment.

The sources said the buyout consortium has no plans to raise its current bid. The buyers are counting on the shareholders eventually realizing that no better options exist for Dell than their current offer, they said.

Southeastern's reservations could inject new uncertainty over the deal. Over the past few days, some other Dell shareholders have indicated they will vote against the deal.

Further complicating the largest leveraged buyout since the financial crisis is the influx into Dell shares in recent weeks by event-driven funds and risk arbitrage investors. Such investors now own roughly 20 percent of company, according to investor estimates, and could bet on a higher offer.

"Let the fools sell low - don't make us all fools," said Nick Tompras, president of Alpine Capital Research in St Louis. Tompras said his firm would vote its 2 million Dell shares against the deal.

Schneider Capital Management in Wayne, Pennsylvania, which owned almost 350,000 Dell shares at the end of September, will also vote against the deal, President Arnie Schneider said.

Southeastern stands to be among the biggest losers if the deal is completed at the current price.

Sanford Bernstein analyst Toni Sacconaghi estimated Southeastern paid an average of more $20 a share for its stake, meaning a loss of at least $825 million at the current $13.65 offer price.

Hawkins, a 40-year veteran of the money management business who has agitated against companies in the past, could take his objections public.

Last year, Hawkins applauded the board of embattled gas producer Chesapeake Energy Corp (CHK.N) 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 (7733.T) in 2011, after disclosures of a massive accounting scandal, eventually calling for key members of the company's board to resign or be replaced.

(Reporting By Nadia Damouni and Greg Roumeliotis in New York and Aaron Pressman in Boston; Editing by Paritosh Bandal, Gary Hill and Ryan Woo)