Activist investor Carl Icahn has vowed to "fight" Dell on Friday, hours after Dell CEO Michael Dell convinced the company board to both delay a vote on Dell's proposed buyout of the company and change the rules that govern how shareholders votes are counted.
In a Tweet to his 24,000-plus followers Icahn wrote Friday morning: "We are pleased to have won another battle in the Dell war but the war itself is far from over. More to follow."
While it's unclear what "battle" victory Icahn is declaring, it is obvious he is living up to his reputation as feisty activist investor.
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Michael Dell successfully turned the tables on Icahn, according to business management experts, by backing the billionaire investor into a corner with the latest moves. On Friday, Michael Dell and Silver Lake inked a deal with the Dell special committee overseeing the vote to revise the merger agreement, raising the buyout bid to $13.75 from $13.65 and adding a special dividend of 13 cents per share.
As part of the agreement, the committee said it would change the record date -- the date shareholders must have owned shares to be eligible to vote -- to Aug. 13. The plan also changes the way absentee votes are counted. Only votes cast directly by shareholders and by institutional investors would be counted, and absentee votes would not be considered "no" votes.
Changing the voting rules is a major modification to the voting rules. It will likely trigger a slew of lawsuits, said John Doggett business management expert and lecturer with the Department of Management, McCombs School of Business, at the University of Texas.
"That's a significant change in rules, and Icahn and others have a legitimate point that this gives Michael Dell an unfair advantage," Doggett said. However, Doggett said he doesn't think Delaware Court of Chancery will be sympathetic to Icahn and others who might file suit and that their chance of a courtroom victory is slim.
On Friday, the Dell board agreed to change the record date to Aug. 13 from June 3. Icahn sued Thursday to make the record date February 5. By changing the record date, Michael Dell and Silver Lake investment partner significantly increase their odds of swaying shareholder opinion, Doggett said.
Icahn investment partner Southeastern Asset Management said in an open letter to Dell shareholders Friday: "We are extremely disappointed that the Special Committee has agreed to the revised merger agreement. ... The Special Committee further tilts the playing field in its Chairman’s favor by drastically extending the record date."
PUBLISHED AUGUST 2, 2013