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This year's annual board meeting would be expected to be held in June or July, according to Icahn.
"If you fail to agree promptly to combine the vote on the Going Private Transaction with the vote on the annual meeting, we anticipate years of litigation will follow challenging the transaction and the actions of those directors that participated in it," Icahn wrote.
"You have the opportunity to avoid this situation by following the fair and reasonable path set forth in this letter," Icahn wrote. "We believe, as apparently does Michael Dell and his partner Silver Lake, that the future of Dell is bright. We see no reason that the future value of Dell should not accrue to ALL the existing Dell shareholders -- not just Michael Dell."