UPDATED 07:42 EDT / JULY 03 2013

Icahn Says His Bid for Dell is the “Superior Proposal”

Carl Icahn wants Wall Street to know he’s putting his money where his mouth is. On Monday, the activist investor issued an open letter urging Dell’s board to change its stance on his buyout offer in light of the $5.2 billion debt financing Jeffries committed to the plan.

Earlier this year, the committee of directors charged with overseeing the company’s sale dismissed Icahn’s bid on the grounds that he and partner Southeast Asset Management have not shown that they’re serious about the deal. Icahn took a jab at that decision in his letter and called on the board to engage in direct negotiations, rather than “through its highly paid advisors as has occurred in the past.” He also deemed his offer a “superior proposal” to the acquisition bid from founder Michael Dell and Silver Lake Partners.

Dell and Silver Lake want to privatize the hardware vendor for $24.4 billion, the equivalent of $13.65 per share. Icahn and Southwest assert that the company is worth more, and propose a $15.6 billion self tender that would keep the company public but allow investors to cash their shares for $14 apiece. Their proposal promises to raise Dell’s trading price to as much as $15.51 in the long term.

“It is mystifying to us how any independent Board which is charged with duties as fiduciaries can recommend to shareholders a $13.65 per share “freeze-out” merger with Michael Dell/Silver Lake as superior to a proposal that provides stockholder the choice to receive $14 per share for at least 72% of their shares and, based on their own projections and on the BCG analysis mentioned above, to own their remaining shares earning between $3.72 and as high as $5.51 per share.”

Dell’s shareholders will vote on the Dell-Silver Lake offer on July 15.


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