The company's founder, Michael Dell, and private equity firm Silver Lake Partners have offered $24.4 billion to take the company private.
The deal, which represents a 25 percent premium on current share prices, was quickly criticized by shareholder group Southeastern Asset Management Inc., as underestimating the value of the company.
The offer, as a 274-page regulatory filing shows, puts the founder in an unusual position of having to justify his bid by explaining his company's fortunes are bleak, The Wall Street Journal reported Saturday.
The filing says Dell needs to reinvent itself, as the computer industry is quickly evolving from one focused on sales of personal computers, which accounts for about half of Dell's revenue, to one centered on sales of smart phones, digital tablet readers and other mobile devises.
The filing with the Securities and Exchange Commission argues that Dell's revenues have not met the company's expectations in seven consecutive quarters.
Reinventing itself will be costly and likely unprofitable, the filing says. Michael Dell expects shareholders would grow impatient with a lengthy and expensive process.
The filing said activist investor Carl Icahn and equity firm Blackstone Group had signaled they were working on rival bids for the company. Those bids have yet to be formally submitted, the Journal said.