Sep 9, 2013
Icahn Ends Dell Fight: ‘It Would Be Almost
Impossible to Win the Battle’
Carl Icahn is throwing in the towel on the
Dell Inc. fight.
- - REUTERS
In a letter to Dell
shareholders, the activist investor maintained that he believes the buyout
of the computer company “greatly undervalues” the company but “we have
determined that it would be almost impossible to win the battle.”
scheduled to vote on the buyout by
Michael Dell and Silver Lake on Thursday after months of wrangling with
the Mr. Icahn and other shareholders, including multiple delays of the vote.
Mr. Icahn said he decided to end his fight after a ruling from Delaware
Chancellor Leo Strine,
which said the board and company had run a fair process.
Lake waged a hard fought battle and according to Chancellor Strine, the
actions by Dell were within the Delaware law,” Mr. Icahn wrote Monday. “We
therefore congratulate Michael Dell and I intend to call him to wish him
good luck (he may need it).”
While saying he was
“saddened” by the result, Mr. Icahn took solace in forcing Mr. Dell and
Silver Lake to boost their “best and final” offer. He also said he would
continue a process known as “appraisal rights” whereby he is seeking a judge
to rule on what the fair value of the company was, which could pay him more,
or possibly less, further down the line.
In August, Mr. Dell
and Silver Lake agreed to pay $13.75 a share, up 10 cents from the initially
agreed upon deal, and pay shareholders an 8-cent special dividend along with
guaranteeing the third-quarter divided. In exchange, the board agreed to
change the voting rules in a way that all but assured the deal to pass.
septuagenarian didn’t go out without throwing a few punches, reserving his
shots for the Dell board, which he has been critical of the entire time.
Monday he was particularly critical of the board’s delaying the vote three
times when it looked likely to lose the buyout vote.
“We jokingly ask,
‘What’s the difference between Dell and a dictatorship?’” Mr. Icahn wrote.
“The answer: Most functioning dictatorships only need to postpone the vote
once to win.”
A spokesman for
didn’t immediately respond to a call seeking comment.
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