UPDATED 10:21 EDT / JULY 13 2013

Icahn Suffers Another Blow Ahead of Dell Buyout Vote

The group of directors charged with supervising Dell’s sale slammed Carl Icahn’s after he invited fellow stockholders to appraise their shares in the company. The hedge fund giant wrote in a letter that his proposal is a “no-brainer” and involves “no risk” because the law allows investors to withdraw their appraisal proposals within 60 days after the completion of a buyout.

Icahn’s push aims to undermine shareholder confidence in Michael Dell and Silver Lake Partners’ $13.65-per-share offer for the company. Because a shareholder has to vote against a deal in order to gain appraisal, sufficient support for Icahn’s plan could potentially tip the scales in favor of his rivaling buyout bid.

Dell’s top brass dismissed Icahn’s push as too risky.

“Mr. Icahn is asking Dell stockholders to vote against the certainty of $13.65 per share in cash to pursue a highly speculative appraisal remedy,” the special committee said. “He is also asking them, if the merger does not occur, to cede full control of Dell’s board to nominees of the Icahn group and then to hope for a highly leveraged recapitalization transaction that he himself admits may never come to fruition.”

The possibility that Icahn’s proposed self tender may not go beyond the drawing board is only one of the factors investors have to take into account. Another consideration is that getting a judge to appraise Dell’s worth could backlash if the court rules that Dell is worth less than the $24.4 billion Dell and Silver Lake are offering.

The struggle for Dell’s future is a back-and-forth battle if there ever was one. The latest twist in the saga unfolded yesterday when three Dell shareholders reiterated their support for Icahn’s plan despite Institutional Shareholder Services’ surprise decision to endorse Michael Dell.


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