‘board’ Tagged Posts

SolarCity recuses two more board members from voting on Tesla offer

(Reuters) - Two additional directors Solar City Corp. with links to buy Elon Musk is recusing of making decisions regarding the supply Tesla Motors...


SolarCity recuses two more board members from voting on Tesla offer

(Reuters) – Two additional directors Solar City Corp. with links to buy Elon Musk is recusing of making decisions regarding the supply Tesla Motors Inc’s in the solar business, in an effort to corporate governance concerns surrounding a to mitigate the possible transaction.

The new recusals means sit the majority of the solar city’s council from deciding whether obtained by Tesla.

Peter Rive, who is the nephew of Tesla’s CEO, and solar city chairman Musk, along with JB Straubel, chief technology officer and co-founder of Tesla, both recusing himself from the decision-solar city spokesman Jonathan Bass said in a statement by e-mail to Reuters late on Friday.

Musk, the largest shareholder in both companies, withdrew themselves before outside vote on the potential deal, along with Antonio Gracias which both companies are plates, and SolarCity Chief Executive Lyndon Rive, which Musk’s cousin and brother Peter Rive’s

There are three remaining solar city councilors. John Fisher and Nancy Pfund, both venture capitalists and Donald Kendall Jr., CEO of Kenmont, an investment management company.

“We are very aware of the need for a process that is independent, objective decisions that ensure the best interests of all shareholders,” says solar city’s Bass in the statement.

Tesla did not immediately respond to a request for comment.

solar city will will be a special independent committee of the board, independent counsel, said Bass.

“Only board members who meet will be the independence requirements involved in decision making in solar city,” he added.

Musk has described a tie-up between Tesla and Solar City as a “no brainer.” The company can sell customers an electric car, a house battery and a solar system all at once, he said.

But investors, including some that briefly put bets the block that shares will fall, reflects the conflict of interests and the risk of the union of two money losing companies to raise both money regularly to enlargement support.

Since Tesla his offer to buy solar city announced in a transaction worth $ 2800000000 Tuesday, analysts and investors are worried that the electric car company’s growth plan carries a financial burden and additional debt can not afford.

Solar City shares fell more than 50 percent of the year in a highly competitive market blows criticism that Tesla transaction was intended to save solar city.

(Sign by Liana B. Baker, editing by Peter Henderson and Tom Brown)

Yahoo board in final talks on future of company


Yahoo board in final talks on future of company

SAN FRANCISCO (Reuters) -. Board Yahoo Inc. board of directors on Friday in the third and final day of meetings to decide the future of one of the most prominent but troubled companies Silicon Valley

One option on the table for the nine board members or Yahoo’s core business, which Mail includes selling its sports sites, and advertising technology.

The company is also in the process of deciding whether to proceed with the spin-off of its $ 30000000000 stake in Chinese e-commerce company Alibaba Group Holdings Ltd.

SunTrust analyst Robert Peck said the board may hold on any decision due to the complexity of some of the options.

“While many investors may just fit a mid single-digit EBITDA different to the core value, we believe the value is more complicated,” he wrote, referring to earnings before interest, taxes, depreciation and amortization.

According to technology news site Re / Code, Yahoo’s board finished its meetings without a decision on Alibaba spinoff. The website said the decision, which may include strike, slowdown or proceed with the spin-off was expected by the end of the weekend, with reference to sources.

Calls to sell the core business increased last month when activist investor Starboard Value LP request relocation to potential tax penalties associated with a spin-off of Alibaba avoid.

In January, CEO Marissa Mayer announced that it plans to switch off the Alibaba game into an independent business. Yahoo said the transaction will be tax-free, but the US Internal Revenue Service has refused to confirm this.

Tax related to the spin-off can leave Yahoo shareholders on the corner amounted to $ 12 billion.

Analysts who follow the company said that private equity, media and Internet companies are potential buyers for Yahoo’s core business.

The game dates back to Alibaba 2005, when Yahoo paid $ 1 billion for a 40 percent share of the company in a transaction attributed to the US company co-founder, Jerry Yang.

In 2012, the two companies signed a deal to more than half of the game is back to Alibaba sell for $ 6.3 billion in cash and $ 800 million in preferred shares Alibaba Group.

The transaction Yahoo shareholders $ 3000000000 and the company more than $ 1 billion to support its core business. But it also has striking display the fact that the majority has the business value of Alibaba and a 35.5 percent stake in Yahoo Japan Corp.

Yahoo’s shares closed down 1.7 percent at $ 34.91 Friday.

(Editing by Stephen R. TROUSDALE and Richard Chang)

Dell’s board evaluates rival bids: source


Dell's board evaluates rival bids: source

A special committee of the board Dell Inc. is the evaluation of proposals for separate purchase Blackstone Group and billionaire investor Carl Icahn to decide whether one or both are likely to prevail on an existing 24, $ 4 billion to private contract take, a source close to the talks said Sunday.

Blackstone and Icahn put in preliminary bids late last week, making the founder of PC maker 3, Michael Dell, and private equity firms Silver Lake thwart Dell to take private.

Icahn has offered $ 15 a share for 58 percent of Dell, while Blackstone offered to more than $ 14.25 per share be distributed, according to the same source. Silverlake Group has agreed to purchase the entire Dell for $ 13.65 per share.

problem to the special committee would be how the three proposals compare. Both Blackstone and Icahn consider proposals for a portion of the stock will remain listed Dell, questions about what would be reviewed increases.


can an announcement as early as Monday or any of the competing offers were reasonably likely to lead to a better proposal to make, the source said. But the source cautioned that the Special Committee of the Board of Directors may also decide to take more time to make a decision.

Blackstone and Silver Lake declined to comment. Dell and Icahn could not immediately be reached for comment.

provides unexpected rivals Dell throws the future of the PC-maker in question. A “go-shop” period – during which the target company actively seeking competing offers – in a case of this magnitude rarely leads to competitive offers Submissions could now selling Dell in a race to transform with three horses. which could drag on for months.

It may also be the future of Michael Dell, founder of the technology giant at the age of 19 with only $ 1,000 threaten. According to the plan Silverlake, the plan is about 16 percent share of the equity contract from Dell, as well as cash offer from his investment firm MSD Capital, and CEO of the company to continue. Silver Lake puts up $ 1.4 billion in the case.

Silverlake group did not plan to raise its offer or to adapt to special commission comes with Dell a decision on the proposals rivals, two sources familiar with the situation said Sunday. they said that for now, the company purchasing and Michael Dell plans to continue with their current contract.

But the current plan to take the company private has been criticized by a number of large shareholders such as Dell Southeastern Asset Management and T. Rowe Price.

The shareholders said the offer undervalues ​​the society and promised to vote against the deal, which a majority of the shareholders, except the founder passed.

Brian Marshall, an analyst at ISI Group, said in a report Sunday he did not expect the group Silverlake its offer significantly above competitive offers to increase, “given the challenges facing the PC industry and the processing time.”


stock closed at $ 14.14 Friday.



The proposal Icahn will shareholder the option of Dell choose cash or stock, but there would be a cap on the amount of money they could get, according to the same source.

In other words, if all the shareholders chose Dell cash, they can sell 58 percent of their stock, while retaining the other 42 percent will remain listed.

Icahn is advised by investment bank Jefferies Group Inc. He plans to increase its bid to finance own money, money from Dell and the new debt, the source said.

activist investor, who took an interest in Dell Dell earlier this month asked to pay $ 15.7 billion in special dividends., Is more demanding, according to the same source.

Jefferies declined to comment.

Blackstone, which recently hired former vice president Dell’s business strategy David Johnson, offered to more than $ 14.25 per share for Dell, according to the same source.

New York-based alternative investment no specified end of the offer, but has two other participating partners -. Francisco Partners and Insight Venture Partners

Insight Francisco and could not immediately be reached for comment

<. p> According to the proposal from Blackstone, Dell also a certain amount of shares traded, the source said. But, contrary to the suggestion of Mr. Icahn, Blackstone acquisition of a shareholder who wishes to give Dell proposed.

Instead, Blackstone proposes to cap the amount of shares that would be outstanding in the heel of listed shares, the source said, adding that the private equity firm did not indicate what the cap is.

Blackstone was advised by Morgan Stanley, which also gave a letter certainly of funding, according to the same source.

Morgan Stanley declined to comment.

There were also discussions about the Blackstone Group Dell financial services to sell, but is not part of the current proposal, the source said.


But concerns from the fourth quarter of 2012, the share of the global PC market, Dell to just above 10 percent slipped from 12.5 percent a year earlier as deliveries fell 20 percent, according to IDC house.

Michael Dell returned to the company as CEO in 2007 after a short break, but was unable to restore to work so far. emphasis on the Dell computer company in recent years has paid off, critical note.

successfully compete with the incumbents, including IBM and Hewlett-Packard will not be easy, no matter what the structure of the company.

A source said earlier that Dell has lowered its forecast for fiscal 2013 internal operating profit of 3 billion -. sharply from $ 3.7 billion had earlier predicted The source added that more details will be revealed in a filing agent that is expected by the end of this week

Meanwhile, the Special Committee of the Board of Directors decides whether – or both – competing offers for Dell may reasonably result in higher offers, Blackstone and Icahn will have to submit binding offer for Dell. negotiations will probably take weeks, according to the same source.

At that time, the Special Committee will again have to decide whether the company offers from Icahn and Blackstone among other functions, such as the funding committed, were above the Silverlake Michael Dell once.

If they are higher, Silver Lake and Michael Dell will get a shot at their first offer to revise. Unlike most other go-shop process, where the original bidders multiple opportunities to compete come to agree, Dell has given the founder and Silver Lake have the right to do that only once.