Icahn Demands Vote On Dell Buyout Bid

He said the new proposal was his best and final offer, and said in a 24 July letter to shareholders that he was “at peace” and would accept their decision.

Board Rejection

The special committee rejected the proposal 30 July, but said that if Michael Dell and Silver Lake were to keep the $13.75-per-share price, it would delay the vote again into August. In addition, it would allow for some new shareholders to vote on the deal. Currently, only shareholders who held stock as of 3 June could vote. If Michael Dell keeps the new price, the committee could change that date to sometime in early August, allow investors who bought Dell stock after 3 June to vote.

Michael Dell has yet to say whether he will accept the new committee proposal.

In his 31 July letter, Icahn blasted Michael Dell for wanting to change the voting rules and remove what he said was one of the few shareholder protections in the deal. Icahn also said he fears that should shareholders reject the deal, the CEO will try to increase his share of stock from the more than 15 percent he already owns in an attempt to keep control of the company he founded 29 years ago.

“The Dell Board must consider this question seriously and should prevent Michael Dell from buying votes by buying shares,” Icahn wrote. “What we view as the ill-effects of Michael Dell’s influence have been broadly felt. Since Michael Dell returned as CEO [in 2007], the stock has dropped from $24.22 (£15.97), to this morning’s price of $12.46 (£8.22). The freeze-out merger was his idea all along and it has been shown to be an unpopular one. The Board should not aid him by permitting him to increase his influence at Dell.”

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Originally published on eWeek.