Carl Icahn Calls Latest Dell Proposal 'Outrageous,' Bad For Investor Protections


In his latest response, Icahn said that in Wednesday's latest installment of the "Desperate Dell Debacle," Michael Dell and his partner Silver Lake are attempting to force the transaction across the finish line by taking away what he wrote was the "one stockholder protection," the requirement that a majority of non-Michael Dell shares approve the deal.

"The Special Committee has now been asked to GUT this provision to effectively render it meaningless. And, in return, Michael Dell/Silver Lake have offered to increase the deal price by $0.10, or 0.73%!" he wrote.

Icahn also called changing the rules at the last minute "outrageous," especially since Dell, Michael Dell, and Silver Lake in February agreed in the merger agreement that the required stockholder approvals "shall not be waivable."

"Today, Michael Dell and Silver Lake crossed the Rubicon by trying to take away the one provision in the Merger Agreement that actually provided stockholders with a voice in their company," he wrote.

Icahn also called on Dell to eliminate what he called the "outrageous" $450 million break-up fee and make it easier for other offers for Dell to be considered superior proposals as a way to encourage competing bids.

Icahn ended his letter scolding the Dell board of directors of not being serious in how it is managing the bidding for Dell.

"A few days ago we warned this Board not to run the Company like a banana republic. Some commentators have even compared this 'Desperate Dell Debacle' to Vladimir Putin and North Korea! After this latest action by Michael Dell/Silver Lake, we are clearer than ever -- it is time for Michael Dell and this Board to go," he wrote.

A Dell spokesperson said the company declined to comment on the newest proposal. A spokesperson for the Dell special committee said that organization had no comment beyond the earlier revised proposal.

PUBLISHED JULY 24, 2013