本周一上午，迈克尔•戴尔发表了一篇长达9页的致投资者报告，详细阐述了自己执意私有化戴尔公司（Dell）的原因。不过，其中最值得关注恐怕是，戴尔提到，如果股东大会否决他和银湖私募资本（Silver Lake）提出的每股13.65美元的私有化提案，自己将做如何打算。

    戴尔在报告中表示，如果私有化失败，他“将继续为公司倾尽全力。”戴尔还写道：“我创办了戴尔，而我将像过去29年所做的那样，一如既往地竭尽全力将戴尔打造成世界上最出色的公司。我还会竭力反对某些人草率提出的杠杆资本重组方案。”

    所谓某些人是指卡尔•伊坎（知名维权投资者——译注）等人，后者最近已获得戴尔公司8.03%的股份，一举成为这家公司最大的外部股东。

    这篇报告之所以格外值得关注，原因主要有以下两点：

    1.近来有人猜测，如果戴尔公司私有化失败，迈克尔•戴尔将辞去公司首席执行官一职，因为戴尔认为，如果戴尔公司维持上市公司的身份，将很难获得成功。然而，虽然在今天的声明中，戴尔没有明确反驳上述猜测——即他将积极促成戴尔有序过渡到他的继任者上台——但据了解戴尔想法的消息人士透露，股东们应当理解为，迈克尔•戴尔希望继续执掌公司。

    2. 还有些人认为，一旦私有化失败，迈克尔•戴尔将亲自发起杠杆资本重组以反击伊坎（后者希望安插自己的高管团队）。戴尔今天否定了这个说法。而且，戴尔表示赞同公司特别委员会的看法，即无论从近期还是长远来看，杠杆式资本重组都将使戴尔一蹶不振。

    “假如在大肆举债的同时保留上市公司身份，这将大大降低戴尔的财务灵活性，同时损害它抵御经济和行业低迷的能力。这种安排同时也会损害客户对戴尔的认可，而且不利于公司留住人才。杠杆式资本重组将带来高负债水平，而纵观整个行业，没有哪家上市公司试过在背负这么高额负债的情况下维持运营。杠杆式资本重组将使戴尔成为一家股权极为分散的上市公司，使它完成必要转型所面临的难度更大、速度更慢、风险更高。戴尔的股票交易价也将很可能因杠杆式资本重组变得波动性更大，从而导致公司情况进一步恶化。”(财富中文网)

    译者：项航

    Michael Dell this morning explained his rationale for wanting to take Dell Inc. (DELL) private, via a nine-page investor presentation. But most notable might be his thoughts over what happens if shareholders vote down the $13.65 per share offer, in which he is partnering with private equity firm Silver Lake.

    Dell writes that he "will remain committed to doing my utmost for the Company," if his take-private falters. He adds: "I founded the Company and I will continue, as I have for the last 29 years, to try to make Dell the best company I can. I will also oppose the kind of imprudent leveraged recapitalization that has been suggested by certain other parties."

    Those certain other parties include Carl Icahn, who recently became Dell's largest outside shareholder with an 8.03% position.

    All of this is particularly notable for two reasons:

    1. There had been speculation that Michael Dell would step down as Dell's CEO were the deal to fail, given his opinion that the company will struggle to succeed if it remains publicly-traded. Today's statement doesn't explicitly dispute that theory -- or that he would actively manage an orderly transition to someone else -- but a source familiar with his thinking says that shareholders should interpret it as Michael Dell wanting to stay in the big chair.

    2. There also had been a theory that Michael Dell would launch his own recap plan were the take-private to fail, in order to thwart Icahn (who wants to install his own senior management). Today Dell ruled that out. Moreover, he also echoed sentiments of the company's special committee about why a leveraged recap would make Dell weaker in both the short and long terms

    "Adding substantial debt to the Company while leaving it as a public company would decrease the Company's financial flexibility and hurt the Company's ability to weather an economic or business downturn. It would also jeopardize customer perception and employee retention. None of the Company's public company peers attempts to operate at, or even near, the high levels of debt that a leveraged recapitalization would create. A leveraged recapitalization would leave the Company as a widely held public company, with all of the issues that make it more difficult, slower and riskier to accomplish the Company's necessary transformation. Indeed, a leveraged recapitalization would likely make the public trading price of the Company's stock even more volatile, thereby exacerbating these issues."