This reminds me of the Manchester United situation. The company was vastly undervalued by the stock market (which didn't understand it), and so the Glazers were able to buy it for a song, and invest almost none of their own money. While ending up owning all of it, after paying off the debts with the company's money. Except that due to their inability to get cheap enough credit they've struggled to make the deal work, but I suspect they'll make out with the moolah in the end.
There are only two real reasons to do a buyout like this. Either you've got a cunning plan Mr Blackadder to do something different, and thus make an enormous profit, which you obviously want to keep more of. Or the shares are going cheap, cheap, cheap - and you want to grab it while you can.
The problem is that the board, and Michael Dell, are going to look bloody silly if the shareholders torpedo the LBO and it all falls apart. Which means that Southwestern are in a bind, because the share price isn't likely to go up if the deal falls apart. So I guess the only answer is to put their money where their mouth is. If the company is only worth half the stated share price, then get buying. Or stop whining.
It does seem a bit odd that a company can use its own money to allow its management to buy it though. Makes it harder for any rival to be able to buy it, because they've got to cover extra money that the management buyout are getting from the piggy-bank. The advantage being that they'll actually have some working capital, whereas the management buyout seems to be spending all the working capital to buy back shares, and borrowing more from the banks.