DealBook: Dell Goes Private in $24 Billion Buyout, Largest Since 2007

9:22 p.m. | Updated

For Dell, a $24.4 billion deal to take itself private is a bold move out of Wall Street’s harsh spotlight as it tries to remake itself in a world where personal computers are no longer the big business in technology.

Yet the buyout — which was announced on Tuesday and would be the biggest by far since the days of the recession — is a huge gamble. It will saddle Dell with $15 billion of new debt, and it does nothing to divert the forces reshaping the technology industry and undercutting the company’s business.

Fifteen years ago, Dell made enormous profits from selling customized PCs directly to customers. Six years ago, it was the world’s leading maker of personal computers. Today, it is in third place, behind Hewlett-Packard and Lenovo, and falling.

Dell’s share of an already contracting market for PCs slipped to just 10.7 percent last year, from 16.6 percent six years earlier.

No-name rivals from Taiwan and China grind earnings to razor-thin margins. Android smartphones and iPads, not Windows laptops and desktops, are the best-selling and most moneymaking devices.

And while a shift to cloud computing has increased demand for data centers — an opportunity for Dell to sell servers — big customers like Google and Facebook build their own equipment cheaply. The rise of cloud services has also prompted many companies to forgo buying additional machines, instead relying on rented time and applications running on faraway computer networks.

Dell’s share of the market for servers, slipped about one percentage point, to 22.2 percent of 9.5 million servers sold in 2011. The greater problem in this segment is the pressure on profit margins. Shaw Wu, an analyst with Sterne Agee, estimates operating margins on servers, once about 15 percent, are now “in the high single digits, compared with the mid-single digits for PCs.” It is likely that servers will soon have PC-like margins, he said.

Michael S. Dell is betting his stake in the company and some $700 million of his fortune that he can meet those challenges and turn around a business he started in 1984 in his dormitory room at the University of Texas.

“Dell’s transformation is well under way, but we recognize it will still take more time, investment and patience,” Mr. Dell wrote in a memo to employees on Tuesday. “I believe that we are better served with partners who will provide long-term support to help Dell innovate and accelerate the company’s transformation strategy.”

Mr. Dell’s investment means he will maintain control of the company if its shareholders approve the deal. The private equity firm Silver Lake, one of the most prominent investors in technology companies, is contributing about $1 billion in cash.

And Microsoft, seeking to shore up one of its most important business partners, has agreed to lend Dell $2 billion. Microsoft itself is under pressure, with longtime suppliers flirting with rivals to its Windows operating system.

“Microsoft is committed to the long term success of the entire PC ecosystem and invests heavily in a variety of ways to build that ecosystem for the future,” the software giant said in a statement.

Despite taking on an additional $15 billion in debt, Mr. Dell and Silver Lake argue that the company will survive, thanks to the cash that the PC business still generates.

A. M. Sacconaghi, an analyst with Bernstein Research, estimated that the amount of debt Dell will pay is less than what it has spent in stock dividends and share repurchases. “This debt load is manageable,” he said, “as long as the cash flow from PCs holds up.”

People involved in the transaction said that the buyers had prepared for potential further declines in the PC business, but intend on at least maintaining the company’s position. Dell’s cash from operations has held steady for four of the last five years, coming in at $5.5 billion for the most recent fiscal year.

The size of the transaction evoked the frothy deal-making days before the financial crisis. Dell would be the biggest buyout since the Blackstone Group’s $26 billion takeover of Hilton Hotels in the summer of 2007. Yet few expect a resurgence in giant leveraged buyouts. While the continued availability of cheap financing makes such deals possible, financiers caution that Dell represents a special case because of the founder’s big equity stake.

The deal is the biggest test yet for Mr. Dell, 47, who has a fortune estimated at $16 billion. After a three-year absence, he returned as chief executive of the company in 2007, vowing to restore his creation. His strategy has focused on moving into the business of data centers and corporate software services, marked by numerous acquisitions that have cost billions of dollars.

So far, that has yielded little. Dell’s shares have fallen 31 percent over the last five years, closing on Tuesday at $13.42 — below the buyout’s offer price of $13.65.

But that strategy will largely remain in place if the management buyout is completed. The company will cut its PC offerings further and buy more companies involved in corporate computing for small and medium-size businesses, said Brian T. Gladden, Dell’s chief financial officer.

Though Mr. Dell has bemoaned his company’s dismal stock performance for years, his plan to take it private began in earnest only last year. The billionaire maintains a home in Hawaii near the residences of two prominent private equity executives, Egon Durban of Silver Lake and George R. Roberts of Kohlberg Kravis Roberts, and began floating the idea of a deal with them, people briefed on the matter said.

By August, Mr. Dell formally approached the board with a proposal to take the company private, prompting directors to form a special committee to study alternatives to a deal, these people said. One priority was keeping the process devoid of conflicts of interest to head off potential legal challenges, including the hiring of JPMorgan Chase to provide advice and Evercore Partners to solicit other suitors.

The committee considered ways to keep the company public, including borrowing money to buy back shares, but concluded that the management buyout was the most attractive option.

Mr. Dell had aligned himself with Silver Lake, which he let handle virtually all of the board negotiations, these people said. Mr. Durban used his close ties with Steven Ballmer, the chief executive of Microsoft and to whom he had sold the video chatting service Skype for $8.5 billion, to bring in Microsoft as a partner.

Microsoft was wary of getting involved, fearing fracturing relationships with other partners, according to a person briefed on its deliberations. The software company insisted on providing a loan instead of taking equity in the newly private Dell. Silver Lake also hired four banks to arrange the $15 billion in financing.

By the time word of the deal talks leaked last month, the two sides had the outline of a final proposal. But Dell’s special board committee, led by Alex J. Mandl, battled with the buyers on price until Monday night, pressing for the highest possible bid.

Hamstringing them was a lack of other potential buyers. The committee’s advisers had unsuccessfully approached both K.K.R. and TPG Capital, another big investment firm, hoping to flush out another offer. And despite the talk last month, no strategic buyer emerged as a rival.

Secrecy was important. Mr. Dell was known in talks as “Mr. Denali” — a nickname he liked so much he referred to himself by it regularly — while the PC maker was “Osprey” and Silver Lake was “Salamander.”

Nick Wingfield and Andrew Ross Sorkin contributed reporting.

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New Skirmishes Reported in Mali as France Vows to Exit

PARIS — Amid reports of continued skirmishes with Islamist extremists driven out of the main settlements of northern Mali, France renewed a promise on Wednesday that its soldiers would begin returning home within weeks, handing over to West African and Malian units charged with keeping the vast desert area under government control.

But French officials acknowledged that, despite their claimed military successes so far, new hostilities had erupted on Tuesday near the northern town of Gao between what were depicted as remnants of the insurgents and French and Malian forces.

“From the moment our forces, supported by Malian forces, began missions and patrols around the towns which we have taken, we have encountered residual jihadist groups which fight,” Defense Minister Jean-Yves Le Drian said in a radio interview.

“We will seek them out,” he said, pledging to bring security to the recaptured areas. “Yesterday there was some rocket fire from residual jihadist groups in the Gao region” of northern Mali, he said, without going into detail.

In an interview published in the Metro newspaper, Foreign Minister Laurent Fabius said that, starting in March, “the number of French troops should fall.

“France has no intention of remaining in Mali,” he said. “It is the Africans and the Malians themselves to guarantee the security, the territorial integrity and the sovereignty of the country.”

The Defense Minister, Mr. Le Drian, said the French deployment for its lightning offensive launched last month had now reached 4,000 soldiers “and we won’t go beyond that.”

The deployment is already far higher than the 2,500 soldiers France initially projected and has been boosted by the arrival during the weekend of 500 more soldiers.

But the French officials seem anxious to persuade their citizens that the country’s armed forces are not being pulled inexorably into a perilous long-term commitment risking higher casualties.

“The progressive transfer from the French military presence to the African military presence can be made relatively quickly,” he said. “In several weeks, we will be able to begin to reduce our deployment.”

France intervened after Islamist forces who had controlled northern Mali for months began a sudden drive to the south almost a month ago. After halting the rebel advance with airstrikes, France sent in ground troops who advanced along with Malian units but met little apparent resistance as the insurgents melted back into their hide-outs in the rugged northeast of the country.

But the latest reporting of skirmishes near Gao seemed to suggest that the insurgents have not completely withdrawn.

The main town in that region is Kidal, now under the control of French and Chadian forces.

In a first rough tally of casualties on Tuesday, Mr. Le Drian said the French intervention had killed “several hundred” insurgents, both in airstrikes and in “direct combat” in two towns in the center and north of the country — Konna and Gao.

France says it lost one member of its armed forced — a helicopter pilot — while Mali has said 11 of its soldiers were killed and 60 wounded in the fighting at Konna last month.

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DealBook: Dell Nears a Buyout Deal of More Than $23 Billion

Dell Inc. neared an agreement on Monday to sell itself to a group led by its founder and the investment firm Silver Lake for more than $23 billion, people briefed on the matter said, in what would be the biggest buyout since the financial crisis.

If completed, a takeover would be the most ambitious attempt yet by Michael S. Dell to revive the company that bears his name. Such is the size of the potential deal that Mr. Dell has called upon Microsoft, one of his most important business partners, to shore up the proposal with additional financial muscle. The question will now turn to whether taking the personal computer maker private will accomplish what years of previous turnaround efforts have not.

The final details were being negotiated on Monday evening, and a deal could be announced as soon as Tuesday. Still, last-minute obstacles could cause the talks to collapse, the people briefed on the matter cautioned.

The consortium is expected to pay $13.50 to $13.75 a share, these people said. Mr. Dell is expected to contribute his nearly 16 percent stake to the deal, worth about $3.8 billion under the current set of terms. He is also expected to contribute hundreds of millions of dollars in fresh capital from his own fortune.

Silver Lake, known as one of the biggest investors in technology companies, would most likely contribute roughly $1 billion, these people added. Microsoft is expected to put in about $2 billion, though that would probably come in the form of preferred shares or debt.

Dell is also expected to bring home some of the cash that it holds in offshore accounts to help with the financing.

A spokesman for Dell declined to comment.

For decades, Dell benefited from its status as a pioneer in the market for personal computers. Founded in 1984 in a dormitory room at the University of Texas, the company grew into one of the biggest computer makers in the world, built on the simple premise that customers would flock to customize their machines.

By the late 1990s, its fast-rising stock created a company worth $100 billion and minted a class of “Dellionaires” whose holdings made for big fortunes, at least on paper. Mr. Dell amassed an estimated $16 billion and formed a quietly powerful investment firm to manage those riches.

But growing competition has sapped Dell’s strength. Rivals like Lenovo and Samsung have made the PC-making business less profitable. Last month, the market research firm Gartner reported that Dell sold 37.6 million PCs worldwide in 2012, a 12.3 percent drop from the previous year’s shipments. Perhaps more significant is the emergence of the smartphone and the tablet, two classes of devices that have eaten away at sales of traditional computers.

Mr. Dell has sought to move the company into the more lucrative and stable business of providing corporations with software services, spending billions of dollars on acquisitions to lead that transformation. The aim is to refashion Dell into something more like I.B.M. or Oracle. Even so, manufacturing PCs still makes up half of the company’s business.

The company’s stock had fallen 59 percent in the 10 years ended Jan. 11, the last business day before word of the buyout talks emerged. That has actually made Dell more tempting as a takeover target for its founder and Silver Lake, which see it as undervalued.

A Dell deal would be a watershed moment for the leveraged buyout industry: It would be the largest takeover since the Blackstone Group paid $26 billion for Hilton Hotels in the summer of 2007. No leveraged buyout since the financial crisis has surpassed the $7.2 billion that Kohlberg Kravis Roberts and others paid for the Samson Investment Company, an oil and gas driller, in the fall of 2011.

Private equity executives have hungered for the chance to strike a deal worth more than $10 billion, an accomplishment believed difficult because of the sheer size of financing required. Dell would take on more than $15 billion in debt, an enormous amount arranged by no fewer than four banks.

But the debt markets have been soaring over the last two years, as the cost of junk bonds has stayed low. Persistent low interest rates have prompted debt buyers to seek investments that carry higher yields

Dell was unusually well-placed to make a deal with private equity. The company carries $4.9 billion in long-term debt, which some analysts have regarded as a manageable amount. And its management has signaled a willingness to bring back at least some of the company’s cash hoard held overseas, despite potentially ringing up a hefty tax bill.

It is unclear whether the company’s biggest investors will accept a deal at the levels that the buyer consortium is advocating. Shares of Dell fell 2.6 percent, to $13.27, on Monday after reports of the proposed price range emerged.

Biggest Private Equity-Backed Leveraged Buyouts

DEAL, IN BILLIONS	TARGET	BUYER	ANNOUNCED
Source: Thomson Reuters *At time of deal, including assumption of debt, not adjusted for inflation.
$44.3	TXU	Morgan Stanley, Citigroup, Lehman Brothers Holdings, Kohlberg Kravis Roberts, Texas Pacific Group and Goldman Sachs	February 2007
37.7	Equity Office Properties Trust	Blackstone Group	November 2006
32.1	HCA	Bain Capital, Kohlberg Kravis Roberts and Merrill Lynch Global Private	July 2006
30.2	RJR Nabisco	Kohlberg Kravis Roberts	October 1988
30.1	BAA	Grupo Ferrovial SA, Caisse de Depot et Placement and GIC Special Invest	March 2006
27.6	Harrah’s Entertainment	Texas Pacific Group and Apollo Management	October 2006
27.4	Kinder Morgan	GS Capital Partners, The Carlyle Group and Riverstone Holdings	May 2006
27.2	Alltel	TPG Capital and GS Capital Partners	May 2007
27.0	First Data	Kohlberg Kravis Roberts	April 2007
26.7	Hilton Hotels	Blackstone Group	July 2007

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Well: Expressing the Inexpressible

When Kyle Potvin learned she had breast cancer at the age of 41, she tracked the details of her illness and treatment in a journal. But when it came to grappling with issues of mortality, fear and hope, she found that her best outlet was poetry.

How I feared chemo, afraid
It would change me.
It did.
Something dissolved inside me.
Tears began a slow drip;
I cried at the news story
Of a lost boy found in the woods …
At the surprising beauty
Of a bright leaf falling
Like the last strand of hair from my head

Ms. Potvin, now 47 and living in Derry, N.H., recently published “Sound Travels on Water” (Finishing Line Press), a collection of poems about her experience with cancer. And she has organized the Prickly Pear Poetry Project, a series of workshops for cancer patients.

“The creative process can be really healing,” Ms. Potvin said in an interview. “Loss, mortality and even hopefulness were on my mind, and I found that through writing poetry I was able to express some of those concepts in a way that helped me process what I was thinking.”

In April, the National Association for Poetry Therapy, whose members include both medical doctors and therapists, is to hold a conference in Chicago with sessions on using poetry to manage pain and to help adolescents cope with bullying. And this spring, Tasora Books will publish “The Cancer Poetry Project 2,” an anthology of poems written by patients and their loved ones.

Dr. Rafael Campo, an associate professor of medicine at Harvard, says he uses poetry in his practice, offering therapy groups and including poems with the medical forms and educational materials he gives his patients.

“It’s always striking to me how they want to talk about the poems the next time we meet and not the other stuff I give them,” he said. “It’s such a visceral mode of expression. When our bodies betray us in such a profound way, it can be all the more powerful for patients to really use the rhythms of poetry to make sense of what is happening in their bodies.”

On return visits, Dr. Campo’s patients often begin by discussing a poem he gave them — for example, “At the Cancer Clinic,” by Ted Kooser, from his collection “Delights & Shadows” (Copper Canyon Press, 2004), about a nurse holding the door for a slow-moving patient.

How patient she is in the crisp white sails
of her clothes. The sick woman
peers from under her funny knit cap
to watch each foot swing scuffing forward
and take its turn under her weight.
There is no restlessness or impatience
or anger anywhere in sight. Grace
fills the clean mold of this moment
and all the shuffling magazines grow still.

In Ms. Potvin’s case, poems related to her illness were often spurred by mundane moments, like seeing a neighbor out for a nightly walk. Here is “Tumor”:

My neighbor walks
For miles each night.
A mantra drives her, I imagine
As my boys’ chant did
The summer of my own illness:
“Push, Mommy, push.”
Urging me to wind my sore feet
Winch-like on a rented bike
To inch us home.
I couldn’t stop;
Couldn’t leave us
Miles from the end.

Karin Miller, 48, of Minneapolis, turned to poetry 15 years ago when her husband developed testicular cancer at the same time she was pregnant with their first child.

Her husband has since recovered, and Ms. Miller has reviewed thousands of poems by cancer patients and their loved ones to create the “Cancer Poetry Project” anthologies. One poem is “Hymn to a Lost Breast,” by Bonnie Maurer.

Oh let it fly
let it fling
let it flip like a pancake in the air
let it sing: what is the song
of one breast flapping?

Another is “Barn Wish” by Kim Knedler Hewett.

I sit where you can’t see me
Listening to the rustle of papers and pills in the other room,
Wondering if you can hear them.
Let’s go back to the barn, I whisper.
Let’s turn on the TV and watch the Bengals lose.
Let’s eat Bill’s Doughnuts and drink Pepsi.
Anything but this.

Ms. Miller has asked many of her poets to explain why they find poetry healing. “They say it’s the thing that lets them get to the core of how they are feeling,” she said. “It’s the simplicity of poetry, the bare bones of it, that helps them deal with their fears.”

---

Have you written a poem about cancer? Please share them with us in the comments section below.

Read More..

Well: Expressing the Inexpressible

When Kyle Potvin learned she had breast cancer at the age of 41, she tracked the details of her illness and treatment in a journal. But when it came to grappling with issues of mortality, fear and hope, she found that her best outlet was poetry.

How I feared chemo, afraid
It would change me.
It did.
Something dissolved inside me.
Tears began a slow drip;
I cried at the news story
Of a lost boy found in the woods …
At the surprising beauty
Of a bright leaf falling
Like the last strand of hair from my head

Ms. Potvin, now 47 and living in Derry, N.H., recently published “Sound Travels on Water” (Finishing Line Press), a collection of poems about her experience with cancer. And she has organized the Prickly Pear Poetry Project, a series of workshops for cancer patients.

“The creative process can be really healing,” Ms. Potvin said in an interview. “Loss, mortality and even hopefulness were on my mind, and I found that through writing poetry I was able to express some of those concepts in a way that helped me process what I was thinking.”

In April, the National Association for Poetry Therapy, whose members include both medical doctors and therapists, is to hold a conference in Chicago with sessions on using poetry to manage pain and to help adolescents cope with bullying. And this spring, Tasora Books will publish “The Cancer Poetry Project 2,” an anthology of poems written by patients and their loved ones.

Dr. Rafael Campo, an associate professor of medicine at Harvard, says he uses poetry in his practice, offering therapy groups and including poems with the medical forms and educational materials he gives his patients.

“It’s always striking to me how they want to talk about the poems the next time we meet and not the other stuff I give them,” he said. “It’s such a visceral mode of expression. When our bodies betray us in such a profound way, it can be all the more powerful for patients to really use the rhythms of poetry to make sense of what is happening in their bodies.”

On return visits, Dr. Campo’s patients often begin by discussing a poem he gave them — for example, “At the Cancer Clinic,” by Ted Kooser, from his collection “Delights & Shadows” (Copper Canyon Press, 2004), about a nurse holding the door for a slow-moving patient.

How patient she is in the crisp white sails
of her clothes. The sick woman
peers from under her funny knit cap
to watch each foot swing scuffing forward
and take its turn under her weight.
There is no restlessness or impatience
or anger anywhere in sight. Grace
fills the clean mold of this moment
and all the shuffling magazines grow still.

In Ms. Potvin’s case, poems related to her illness were often spurred by mundane moments, like seeing a neighbor out for a nightly walk. Here is “Tumor”:

My neighbor walks
For miles each night.
A mantra drives her, I imagine
As my boys’ chant did
The summer of my own illness:
“Push, Mommy, push.”
Urging me to wind my sore feet
Winch-like on a rented bike
To inch us home.
I couldn’t stop;
Couldn’t leave us
Miles from the end.

Karin Miller, 48, of Minneapolis, turned to poetry 15 years ago when her husband developed testicular cancer at the same time she was pregnant with their first child.

Her husband has since recovered, and Ms. Miller has reviewed thousands of poems by cancer patients and their loved ones to create the “Cancer Poetry Project” anthologies. One poem is “Hymn to a Lost Breast,” by Bonnie Maurer.

Oh let it fly
let it fling
let it flip like a pancake in the air
let it sing: what is the song
of one breast flapping?

Another is “Barn Wish” by Kim Knedler Hewett.

I sit where you can’t see me
Listening to the rustle of papers and pills in the other room,
Wondering if you can hear them.
Let’s go back to the barn, I whisper.
Let’s turn on the TV and watch the Bengals lose.
Let’s eat Bill’s Doughnuts and drink Pepsi.
Anything but this.

Ms. Miller has asked many of her poets to explain why they find poetry healing. “They say it’s the thing that lets them get to the core of how they are feeling,” she said. “It’s the simplicity of poetry, the bare bones of it, that helps them deal with their fears.”

---

Have you written a poem about cancer? Please share them with us in the comments section below.

Read More..

State of the Art: BlackBerry, Rebuilt, Lives to Fight Another Day

I’m sorry. I was wrong.

This apology is for the bespectacled student at my talk in Cleveland, and the lady in the red dress in Florida, and anyone else who’s recently asked me about the future of the BlackBerry. I told all of them the same thing: that it’s doomed.

That wasn’t an outrageous opinion. Once dominant, the BlackBerry has slipped to a single-digit percentage of the smartphone market. The company’s stock has crashed almost 90 percent from its 2008 peak. In the last two years, the BlackBerry’s maker, Research in Motion, released a disastrous tablet, laid off thousands of employees and lost its C.E.O.’s. The whole operation seemed to be one gnat-sneeze away from total collapse.

The company — which changed its name on Wednesday to simply BlackBerry — kept saying that it had a miraculous new BlackBerry in the wings with a new operating system called BlackBerry 10. But it was delayed and delayed and delayed. Nobody believed anything the company said anymore. Besides — even if there were some great phone, what prayer did BlackBerry have of catching up to the iPhone and Android phones now? Even Microsoft, with its slick, quick Windows Phone, hasn’t managed that trick.

Well, BlackBerry’s Hail Mary pass, its bet-the-farm phone, is finally here. It’s the BlackBerry Z10, and guess what? It’s lovely, fast and efficient, bristling with fresh, useful ideas.

And here’s the shocker — it’s complete. The iPhone, Android and Windows Phone all entered life missing important features. Not this one; BlackBerry couldn’t risk building a lifeboat with leaks. So it’s all here: a well-stocked app store, a music and movie store, Mac and Windows software for loading files, speech recognition, turn-by-turn navigation, parental controls, copy and paste, Find My Phone (with remote-control lock and erase) and on and on.

The hardware is all here, too. The BlackBerry’s 4.2-inch screen is even sharper than the iPhone’s vaunted Retina display (356 pixels per inch versus 326). Both front and back cameras can film in high definition (1080p back, 720p front).

The thin, sleek, black BlackBerry has 16 gigabytes of storage, plus a memory card slot for expansion. Its textured back panel pops off easily so that you can swap batteries. It will be available from all four major carriers — Verizon, AT&T, Sprint and T-Mobile — and Verizon said it would charge $200 with a two-year contract.

Some of BlackBerry 10’s ideas are truly ingenious. A subtle light blinks above the screen to indicate that something — a text, an e-mail message, voice mail, a Facebook post — is waiting for you. Without even pressing a physical button, you swipe up the screen; the Lock screen lifts like a drape as you slide your thumb, revealing what’s underneath. It’s fast and cool.

There are no individual app icons for Messages or Mail. Instead, all communication channels (including Facebook, Twitter and phone calls) are listed in the Hub — a master in-box list that appears at the left edge when you swipe inward. Each reveals how many new messages await and offers a one-tap jump into the corresponding app. It’s a one-stop command center that makes eminent sense.

The BlackBerry’s big selling point has always been its physical keyboard. The company says it will, in fact, sell a model with physical keys (and a smaller screen) called the Q10.

But you might not need it. On the all-touch-screen model, BlackBerry has come up with a mind-bogglingly clever typing system. Stay with me here:

As you type a word, tiny, complete words appear over certain on-screen keys — guesses as to the word you’re most likely to want. If you’ve typed “made of sil,” for example, the word “silicone” appears over the letter I key, “silver” over the V, and “silk” over the K. You can fling one of these words into your text by flicking upward from the key — or ignore it and keep typing.

How well does it work? In this passage, the only letters I actually had to type are shown in bold. The BlackBerry proposed the rest: “I’m going to have to cancel for tonight. There is a really good episode of Dancing With the Stars on.”

I type 20 characters; it typed 61 for me.

But wait, there’s more. The more you use the BlackBerry, the more it learns your way of writing. When I tried that same passage later, I typed only one letter: the I in “I’m.” Thereafter, the phone predicted each successive word in those sentences, requiring no letter-key presses at all. Freaky and brilliant and very, very fast.

There’s speech recognition, too. Hold in the Play/Pause key to get the Z10’s Siri-like assistant. Siri-like in concept, that is — you can say “send an e-mail to Harvey Smith,” “schedule an appointment” and a few other things — but it’s slower, less accurate and far narrower in scope. You can also speak to type, but the accuracy is so bad, you won’t use it.

E-mail: pogue@nytimes.com

This article has been revised to reflect the following correction:

Correction: January 30, 2013

An earlier version of this column reported incorrect information on the amount that cellphone carriers would charge for the new BlackBerry Z10. AT&T, Sprint and T-Mobile said they would announce pricing information in the future; they have not announced they will charge $200 with a two-year contract (as Verizon has).    

This article has been revised to reflect the following correction:

Correction: February 5, 2013

The State of the Art column on Thursday, about the release of smartphones with the BlackBerry 10 operating system, misstated the circumstances of the departure of the former co-chief executives of the phones’ maker, Research in Motion, now known as BlackBerry. They stepped down; they were not fired.

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Ahmadinejad’s Ally Arrested in as Fight With Family Grows

TEHRAN — Iranian judicial authorities arrested a protégé of President Mahmoud Ahmadinejad on Monday, the latest round in an escalating power struggle between Iran’s elected leader and the country’s most influential political family.

The Tehran prosecutor’s Web site announced the arrest of Saeed Mortazavi late Monday night, although it gave no official reason for the action.

The move follows the disclosure of a secret film by President Ahmadinejad on Monday in parliament, in which Mr. Mortazavi could be seen purportedly discussing a fraudulent business deal proposed by Fazel Larijani, 49, the youngest of the five brothers of the politically influential Larijani family.

The president’s disclosure of the film of the meeting caused an uproar in Iran, where allegations of corruption are usually made behind closed doors.

The ensuing arrest of Mr. Mortazavi, the president’s ally, heightens the intensifying stakes in the battle. Mr. Mortazavi has been controversial figure, known for closing dozens of reformist newspapers while he was a judge. The Canadian government has implicated him in the death of an Iran-Canadian photographer in 2003. And in 2010 a parliamentary report concluded that Mr. Mortazavi, while working as a prosecutor, shared responsibility for the death of three protesters in a police prison facility.

Most recently lawmakers forced his dismissal as the head of the vast Social Welfare Organization, only to have President Ahmadinejad reinstate him as caretaker.

Traveling to Egypt on the first visit of an Iranian president to that country since the 1979 Islamic revolution, Mr. Ahmadinejad condemned the arrest of Mr. Mortazavi, saying he had discovered a crime, but was now being punished.

“The judiciary belongs to the nation, and is not a family organization,” he told the state Islamic Republic News Agency on Tuesday, an apparent swipe at the Larijani family.

President Ahmadinejad, who is embroiled in political fights with both the parliament and the judiciary, has long criticized what he calls the Larijani family’s grip on power in Iran. The Larijanis counter that they have all been appointed to their positions through normal procedures.

The Larijani family is well known in Iran for the high positions they hold. One of the brothers, Ali Larijani, 55, is the head of parliament and former top nuclear negotiator, another, Sadegh Larijani, 52, is an ayatollah who heads Iran’s judiciary. The oldest brother, Mohammad-Javad Larijani, 61, is a Berkeley-educated mathematician, and one of the main theoreticians of the Islamic Republic’s political ideology.

Ali Larijani is expected to run in upcoming presidential elections scheduled for June 14, for which president Ahmadinejad is expected to support one of his own close aides as a candidate. The accusations against the Larijani family seem aimed at portraying them and their supporters as corrupt as elections near.

Mr. Mortazavi’s arrest, directly following Mr. Ahmadinejad’s disclosure of the film, is remarkable given that many politicians had called for Mr. Mortazavi’s arrest over the prison deaths, an incident harshly condemned by the country’s supreme leader, Ayatollah Ali Khamenei.

“A person was attempting to do trades that seem illegal,” Mr. Mortazavi told the Iranian Student News Agency on Monday before his arrest. “I merely reported this case to the government.”

On Sunday Ali Larijani said in parliament that he had no problem with the accusations, saying it reflected more on the president’s conduct. “They only show his true character,” the semiofficial Fars News Agency quoted him as saying.

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DealBook: New Details Suggest a Defense in SAC Case

At the center of the government’s insider trading case against a former portfolio manager at the hedge fund SAC Capital Advisors is a trade that directly involves Steven A. Cohen, the billionaire owner of the fund.

New details about the case have emerged that could cast doubt on the way that trade has been portrayed by the authorities, suggesting a possible line of defense for the portfolio manager and raising questions about whether the government will be able to build a case against Mr. Cohen, who has long been in the cross hairs of an investigation for insider trading on Wall Street.

Federal prosecutors have claimed that SAC dumped millions of shares of two pharmaceutical companies in 2008 after the former employee, Mathew Martoma, received secret information from a doctor about problems with a new Alzheimer’s drug.

In bringing its charges, the government said that SAC not only sold out of its position, but also bet against — or shorted — the drug companies’ stocks before the public announcement of the bad news. The SAC short position, according to prosecutors, allowed it to earn big profits after shares of the companies, Elan and Wyeth, plummeted.

“The fund didn’t merely avoid losses, it greedily schemed to profit further by shorting Elan and Wyeth stock,” said April Brooks, a senior F.B.I. official in New York, during a press conference on Nov. 20, the day Mr. Martoma was arrested.

Internal SAC trading records, according to people directly involved in the case, indicate that the hedge fund did not have a negative bet in place in advance of the announcement of the drug trial’s disappointing results. Instead, the records indicated that SAC, through a series of trades, including a complex transaction known as an equity swap, had virtually no exposure — neither long nor short — heading into the disclosure of the drug data.

A different narrative surrounding the firm’s trading could help Mr. Martoma, who has pleaded not guilty to securities fraud and conspiracy in what the government calls the most lucrative insider trading case ever charged.

The government, however, does have powerful evidence against Mr. Martoma. Prosecutors say the fund avoided losses by selling its roughly $700 million stake in Elan and Wyeth. If, as the government says, Mr. Martoma caused SAC to sell the shares — and then short them — while possessing important, nonpublic information, that would constitute an insider trading crime. And prosecutors have secured the testimony of the doctor who says he leaked the drug trial data to Mr. Martoma.

Still, perhaps more important, the trading records may complicate a government effort to pursue a case against Mr. Cohen. The SAC founder has not been accused of any wrongdoing, and has said he acted appropriately at all times.

In bringing charges against Mr. Martoma, prosecutors appeared to be circling nearer to Mr. Cohen. The criminal complaint against Mr. Martoma noted that Mr. Cohen had spent 20 minutes on the telephone with the portfolio manager the night before SAC began selling its shares. Prosecutors have not claimed that Mr. Cohen knew that Mr. Martoma had confidential information about the drug trials. (Mr. Martoma has refused so far to cooperate in helping the government build a case against his former boss.)

Yet if the 2008 trade is a possible avenue for the government, it is running out of time to bring a case against Mr. Cohen. Under the statute of limitations for insider trading crimes, the government would have to file a criminal case against him by mid-July. That deadline is the five-year anniversary of the trade in question, unless it could prove a conspiracy with Mr. Martoma that continued well past then.

Prosecutors have not sought to reach a “tolling agreement” with Mr. Cohen, which would allow the government additional time to bring a case past the statute of limitations, according to people briefed on the matter. The S.E.C., meanwhile, is weighing whether to file a civil fraud lawsuit against the fund connected to the drug-stock trades.

All this comes as a Feb. 14 cutoff approaches for SAC clients to ask for their money back. The fund has told employees that it expects at least $1 billion in withdrawals from the $14 billion fund amid the intensifying investigation. SAC has a standard quarterly redemption deadline.

Several other factors could make it difficult for the government to implicate Mr. Cohen. SAC is well known for its aggressive, rapid-fire trading style, and several former employees say that there is nothing unusual about the fund’s exiting a large position over just a few days.

“It’s one thing to bring an insider trading charge against a market novice who pours his 401(k) into a stock after hanging up the phone with an insider,” said Morris J. Fodeman, a former prosecutor and now a white-collar criminal defense lawyer at Wilson Sonsini Goodrich & Rosati. “But it’s far more difficult to make a case against a sophisticated hedge fund that routinely takes large positions and employs complex trading strategies.”

Moreover, both inside and outside SAC, there had been much controversy and debate surrounding the effectiveness of the Alzheimer’s drug, called bapineuzumab, leading up to the July 2008 release of the companies’ clinical results. Mr. Martoma’s colleagues in SAC’s health care group raised specific concerns with Mr. Cohen about the wisdom of holding such a large position in the two companies. And while preliminary data announced by Elan and Wyeth in June offered encouraging news, they also suggested potential problems.

“We believe potentially confounding factors will continue to fuel controversy over bapineuzumab,” wrote Caroline Y. Stewart, a drug stock analyst with Piper Jaffray, reacting to the preliminary results.

On July 11, another Wall Street analyst, Jonathan Aschoff at Brean Murray Carret & Company, raised red flags about a sharp run-up in the price of Elan’s shares heading into the presentation of the data.

“We have numerous concerns with the clinical development of bapineuzumab, and what we viewed to be underwhelming top-line Phase 2 results make us highly doubtful of success,” Mr. Aschoff wrote. “In our opinion, this strategy only serves to increase clinical risk and stoke our pessimism.”

The uncertainty relating to the Alzheimer drug’s clinical results could help explain what led Mr. Cohen to hedge SAC’s position so that it had “neutral exposure,” in Wall Street parlance, heading into disclosure of the trial results.

The short positions that SAC established in Elan and Wyeth were matched almost perfectly to offset an equity swap that effectively provided the fund with exposure to 12 million Wyeth shares, according to the SAC documents. An equity swap mimics ordinary shares and gives investors like hedge funds the benefits of stock ownership without actually owning the shares. Funds often use these complex derivatives to accumulate a large position but not tip off the market.

When government officials announced the case against Mr. Martoma, they made no mention of the swap. Instead, they emphasized how SAC had jettisoned its Elan and Wyeth shares and then brazenly accumulated short positions in both companies.

“The charges unsealed today describe cheating — coming and going,” Preet Bharara, the United States attorney in Manhattan, said in opening remarks during the press conference. “Specifically, insider trading first on the long side, and then on the short side.”

The government noted the swap position in its court papers, but did not factor it into SAC’s overall gains and losses in Elan and Wyeth. Because SAC did not trade the Wyeth swap, instead leaving the position in place, it could not be part of any insider trading charge.

Representatives for the United States attorney’s office and the S.E.C. declined to comment. An SAC spokesman declined to comment, as did Charles A. Stillman, the lawyer for Mr. Martoma.

Prosecutors have built their case against Mr. Martoma by securing the cooperation of Dr. Sidney Gilman, a neurology professor who ostensibly leaked to him the confidential data about the drug being jointly developed by Elan and Wyeth. The companies hired Dr. Gilman to oversee the clinical trials. SAC paid Dr. Gilman about $108,000 as a consultant.

The government said that Mr. Cohen’s fund accumulated a roughly $700 million combined stake in Elan and Wyeth based on Mr. Martoma’s recommendation. SAC’s equity swap with respect to Wyeth, however, added $566 million in exposure.

On Thursday, July 17, 2008, as the drug trials neared completion, Dr. Gilman told Mr. Martoma that patients were experiencing serious side effects, the government said. Three days later, on a Sunday, with the markets closed, Mr. Martoma had the 20-minute conversation with Mr. Cohen, according to telephone records cited in the criminal complaint. Prosecutors said that Mr. Martoma told his boss that he was no longer “comfortable” with the investments.

On Monday morning, July 21, at Mr. Cohen’s direction, SAC’s head trader began selling the fund’s 10.5 million shares of Elan and 7.1 million shares of Wyeth. By July 29 — the day that the companies announced the trial results — SAC had not only sold out of its Elan and Wyeth holdings but also established short positions in the stocks. SAC was short about 4.5 million shares of Elan and 3.3 million shares of Wyeth. The fund also purchased a small number of Elan put options, a bet that the company’s shares would decline.

The 12 million-share equity swap position in Wyeth, however, counterbalanced the short exposure. SAC was short 4.5 million shares of Elan but, taking the swap into account, effectively long about 8.7 million shares of Wyeth. On July 30, the first trading day after the companies disclosed the negative trial results, Elan’s stock fell about 42 percent and Wyeth’s stock dropped about 12 percent.

Federal prosecutors said that SAC’s trading ahead of the announcement allowed the fund to avoid $194 million in losses by exiting the Elan and Wyeth positions, and then also earn about $83 million on the short trades. But SAC also had paper losses of about $70 million on its Wyeth swap, almost entirely negating any gains from the short sales.

While such details would seem to contradict how authorities have described the trading, prosecutors could argue that SAC had little choice but to leave the swaps in place, and that was part of the strategy to trade on inside information. That is because selling a swap would be difficult to do without attracting attention in the marketplace. If SAC had sold its swaps, it would have had to notify the Wall Street bank that it entered into the swap transaction with and, in turn, the bank’s trader would have most likely sold the shares on the open market.

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Medicines Co. Licenses Rights to Cholesterol Drug

The drug, known as ALN-PCS, inhibits a protein in the body known as PCSK9. Such drugs might one day be used to treat millions of people who do not achieve sufficient cholesterol-lowering from commonly used statins, such as Lipitor.

The Medicines Company will pay $25 million initially and as much as $180 million later if certain development and sales goals are met, under the deal expected to be formally announced Monday. It will also pay Alnylam, which is based in Cambridge, Mass., double-digit royalties on global sales.

That is small payment for a drug with presumably a huge potential market, probably reflecting that Alnylam is still in the first of three phases of clinical trials, well behind some far bigger competitors.

The team of Sanofi and Regeneron Pharmaceuticals is already entering the third and final stage of trials with their PCSK9 inhibitor, as is Amgen. Pfizer and Roche are in midstage trials.

ALN-PCS is different from the other drugs. It uses a gene-silencing mechanism called RNA interference, aimed at shutting off production of the PCSK9 protein. The other drugs are proteins called monoclonal antibodies that inhibit the action of PCSK9 after it has been formed.

Alnylam and the Medicines Company hope that turning off the faucet, as it were, will be more efficient than mopping the floor, allowing their drug to be given less frequently and in smaller amounts.

But that has yet to be proved. No drug using RNA interference has reached the market.

The Medicines Company, based in Parsippany, N.J., generates almost all of its revenue from one product — Angiomax, an anticlotting drug used when patients receive stents to open clogged arteries.

Dr. Clive A. Meanwell, chief executive of the company, said that PCSK9 inhibitors are likely to be used at first mainly by patients with severe lipid problems under the care of interventional cardiologists, the same doctors who use Angiomax. “It really is quite adjacent to what we do,” he said.

The Medicines Company licensed Angiomax from Biogen Idec, where the drug was invented and initially developed under a team led by Dr. John M. Maraganore, who is now the chief executive of Alnylam.

“It’s a bit like getting the band back together,” Dr. Maraganore said.

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Medicines Co. Licenses Rights to Cholesterol Drug

The drug, known as ALN-PCS, inhibits a protein in the body known as PCSK9. Such drugs might one day be used to treat millions of people who do not achieve sufficient cholesterol-lowering from commonly used statins, such as Lipitor.

The Medicines Company will pay $25 million initially and as much as $180 million later if certain development and sales goals are met, under the deal expected to be formally announced Monday. It will also pay Alnylam, which is based in Cambridge, Mass., double-digit royalties on global sales.

That is small payment for a drug with presumably a huge potential market, probably reflecting that Alnylam is still in the first of three phases of clinical trials, well behind some far bigger competitors.

The team of Sanofi and Regeneron Pharmaceuticals is already entering the third and final stage of trials with their PCSK9 inhibitor, as is Amgen. Pfizer and Roche are in midstage trials.

ALN-PCS is different from the other drugs. It uses a gene-silencing mechanism called RNA interference, aimed at shutting off production of the PCSK9 protein. The other drugs are proteins called monoclonal antibodies that inhibit the action of PCSK9 after it has been formed.

Alnylam and the Medicines Company hope that turning off the faucet, as it were, will be more efficient than mopping the floor, allowing their drug to be given less frequently and in smaller amounts.

But that has yet to be proved. No drug using RNA interference has reached the market.

The Medicines Company, based in Parsippany, N.J., generates almost all of its revenue from one product — Angiomax, an anticlotting drug used when patients receive stents to open clogged arteries.

Dr. Clive A. Meanwell, chief executive of the company, said that PCSK9 inhibitors are likely to be used at first mainly by patients with severe lipid problems under the care of interventional cardiologists, the same doctors who use Angiomax. “It really is quite adjacent to what we do,” he said.

The Medicines Company licensed Angiomax from Biogen Idec, where the drug was invented and initially developed under a team led by Dr. John M. Maraganore, who is now the chief executive of Alnylam.

“It’s a bit like getting the band back together,” Dr. Maraganore said.

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