Microsoft and Dell: A Match Made in Heaven or Hell?

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Lucas Jackson / Reuters

Michael Dell, chairman and CEO of Dell Inc.

Dell, the pioneering computer company that has struggled to match innovative mobile products from Apple, Google, and Samsung, is in talks to go private with help from prominent tech private equity firm Silver Lake Partners and software giant Microsoft, according to multiple reports. The deal, which would be valued at more than $20 billion, would be the largest leveraged buyout since the financial crisis, and would involve Microsoft kicking in as much as $3 billion. Michael Dell, the company’s multi-billionaire founder and CEO, clearly believes going private is in Dell’s interest; he would help finance the deal, along with several banks.

For Dell, the pact would strengthen its relationship with a deep-pocketed and powerful ally at a time when the PC market has stumbled, as users gravitate to smartphones and tablets. Overall PC shipments in 2012 declined 3.2% from one year ago, with Dell’s sales decreasing by 21%, according to data from research firm IDC cited by the Wall Street Journal. By contrast, tablet sales jumped 72% in 2012 and will increase by 54% this year, according to JPMorgan data cited by Bloomberg.

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“I suspect it is not about the financial income this might generate for Microsoft as much as helping Dell to remain in a long term competitive position and good partner to Microsoft,” Rick Sherlund, an analyst with Nomura Securities, told the Journal. As a private company, Dell would also be free from Wall Street analyst and investor pressure, which might give it the flexibility to make bolder bets.

From Microsoft’s perspective, there is a certain amount of logic to participating in the deal. As the technology industry undergoes a structural shift toward mobile devices like smartphones and tablets, Apple’s iOS devices and Google’s Android devices have gobbled up market share. Microsoft’s Windows 8 operating system has not been as successful. Given the massive growth of Android, in particular, it is imperative that Microsoft lock in hardware partners for Windows 8. Microsoft reports earnings results after the stock market closes on Thursday.

As one of Microsoft’s most loyal and longstanding hardware partners, Dell is a logical choice for a strategic alliance. The companies know each other, and Michael Dell and Microsoft CEO Steve Ballmer are said to be close. Although Microsoft would have no operational control over Dell, according to reports, the software giant would be in a position to exert more influence over the direction of the company’s products. As part of the pact, Dell would agree to use Windows on the “vast majority of its devices,” according to the Wall Street Journal.

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“With one move, Microsoft would get a strong investment where they have a great deal to say about its success and a far closer partnership with Dell,” Silicon Valley tech analyst Rob Enderle wrote in a blog post.

The deal could also bolster Microsoft’s relationship with customers in the business world, where Dell is influential. “For Microsoft to continue to be healthy, it needs strong enterprise partners,” Tim Bajarin, founder of technology consulting firm Creative Strategies, told Bloomberg.

This type of strategic influence has been Microsoft’s modus operandi in previous technology partnerships, including investments in Facebook, Nokia, and Barnes & Noble. Microsoft has also worked with Silver Lake in the past, including when it purchased Skype for $8.5 billion two years ago from a consortium that included the private equity giant. And with over $66 billion in cash on hand, Microsoft could drop a few billion on the Dell deal and barely notice.

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Despite the apparent benefits of participating in the Dell deal, there are risks for Microsoft. For example, if it cozies up too closely to Dell, Microsoft might alienate some of its other hardware partners, including tech giants Hewlett-Packard and Lenovo, which might perceive themselves as second-class allies. Still, Microsoft’s number one priority must be its own strategy, according to Michael Gartenberg, an analyst at market-research firm Gartner.

“Ultimately Microsoft is responsible to its shareholders, not for how well its partners do,” Gartenberg told Bloomberg. “Partners need an operating system, and the operating system of choice on personal computers is Windows. They may have to live with it.”

Despite all its potential benefits, there’s something about this deal that smacks of desperation, at least from Microsoft’s perspective. There’s an old saying in technology mergers and acquisitions: “Two losers don’t make a winner.” From a strategic point of view, the Dell deal might make some sense. But it would be delusional to think that it’s a silver bullet in the broader war against Apple and Google. For that, Microsoft needs a true game-changer — and thus far, neither Windows 8, nor Microsoft’s Surface tablet, have fit the bill. Apple and Google win because they make gorgeous products that delight users. Instead of casting about for yet another strategic partnership — however sensible it may be — perhaps Microsoft should redouble its efforts to do the same.