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Southeastern Asset Management to Fight Dell\'s Takeover

One of Dell‘s biggest investors is girding for battle against the struggling tech company’s plans to go private.

Southeastern Asset Management, whose 8.5 percent stake makes it the biggest outside shareholder in Dell, said in a regulatory filing on Friday that it planned to oppose its $24.4 billion sale to its founder and the investment firm Silver Lake.

In its filing, Southeastern argues that the management-led buyout is too low and essentially robs shareholders. The asset management firm is threatening to wage a protracted and hostile campaign to kill the deal.

“We retain and intend to avail ourselves of all options at our disposal to oppose the proposed transaction, including but not limited to a proxy fight, litigation claims and any available Delaware statutory appraisal rights,” the firm said.

Southeastern is not opposed toother moves that would have returned value to shareholders, including borrowing money to pay out a special dividend or a leveraged buyout that would have allowed for limited trading of shares by public investors.

What emerged from Dell’s six months of negotiations with its founder, Michael S. Dell, however, fell far short of what Southeastern contends is full value to other investors.

“Unfortunately, the proposed Silver Lake transaction falls significantly short of that, and instead appears to be an effort to acquire Dell at a substantial discount to intrinsic value at the expense of public shareholders,” the firm said.

David Frink, a Dell spokesman, declined immediate comment on the letter.

Though it currently manages nearly $33 billion, Southeastern has generally kept a low profile. It is base! d in Memphis, Tenn., and its chief executive, O. Mason Hawkins, generally shuns the press.

But the firm stepped into the spotlight last year when it called on Chesapeake Energy to entertain takeover offers, after the oil and gas driller ran into financial difficulties and took criticism for an unusual compensation plan bestowed on its cofounder, Aubrey McClendon.