Dell, Icahn Mount Heavy Media Battle As Buyout Vote Looms


Carl Icahn's unrelenting attack against Michael Dell and investment partner Silver Lake continued Monday with an open letter to shareholders that urged Dell's special committee to deny Michael Dell's request to change the way shareholder votes are counted.

Michael Dell and Icahn have been locked in a public battle of words for weeks as both struggle to take control of the company. CEO Dell and investment partner Silver Lake want to take Dell private. Their latest effort to convince shareholders to vote in favor of a privatization proposal included a promise to boost the buyout price from $13.65 to $13.75, contingent on a change in the way shareholder votes would be counted. Micahel Dell doesn't want shareholder absentee votes counted as "no" votes. As of last week there were an estimated 23 percent of unaffiliated votes outstanding.

In Monday's statement, Icahn again blasted Dell's proposal, writing: "As we understand it, Michael Dell and Silver Lake would have you believe that it is somehow unfair to require an affirmative vote on their self-interested transaction by owners of a majority of the unaffiliated shares. However, based on the votes cast to date, this appears to be a transaction where the protection afforded by this provision is most needed."

[Related: 8 Snapshots Of Carl Icahn Takeovers]

Meanwhile, Michael Dell is vowing to stay at Dell and make the company successful no matter the outcome of Friday's vote. However, if activist investor Icahn wins support for a counteroffer he has said he will oust Michael Dell and bring in new leadership.

"What's the world look like under Icahn? I don't know and that's a concern for us," said Dante Orsini, vice president of business development at iland, a Dell channel partner.

In an email exchange with The Wall Street Journal about Friday's vote, Michael Dell said he is committed to sticking with Dell no matter what and "fight."

"If the deal does not go through, I plan to stay and continue to do my best to make the company successful. I will not support the kind of recapitalization and sale of assets some shareholders are suggesting," Michael Dell told The Wall Street Journal. "Given where we are today, I believe the challenges we would face as a public company, including a potential proxy fight, would be significant. But I am ready to fight and I am committed to doing what I believe is right for the company."

PUBLISHED JULY 29, 2013