There’s been another twist in the Dell buyout saga, with hawkish activist investor Carl Icahn making it quite clear that the company’s board doesn’t have a chance in hell of ‘buying him off’ for a few million dollars in order to play by their rules. Icahn wants what Icahn wants, and that’s the end of it.

Icahn’s message comes in response to an offer by the special committee of Dell’s board that’s been charged with examining the various buyout possibilities to determine what’s best for the company. The committee offered to cover the costs associated with Icahn’s bid, as it has done for the other concerned bidders Silver Lake Partners and Blackstone, but only if he agrees to drop his threats of “a proxy fight” and “years of litigation” to force Dell into paying shareholders a large dividend.

The committee made public a letter it sent to Icahn, saying this his interest in a possible acquisition was “welcome”, and encouraging him to continue to participate in its process. However, the committee also made a point of addressing Icahn’s negotiating tactics in the letter:

“At the same time, however, you have threatened the Company’s directors with ‘years of litigation’ and a proxy fight if they do not conduct the transaction process in the manner you prefer. You have also sought a special waiver of Delaware’s business combination statute not only to facilitate your acquisition proposal within our process, but also your ability to contest that process and to pursue your goals outside of it.”

The committee adds that if Icahn continues to act in this way, it must “respectfully decline” his request for expense reimbursement.

But Icahn remains unfazed by the committee’s actions. Given his history of hostile takeovers, his comments in an interview with the Wall Street Journal probably don’t come as that much of a surprise:

“How does using up corporate funds to pay me to walk away from an offer that the board doesn’t like, but that shareholders may, help other shareholders,” asked Icahn.

“No matter how much they are willing to pay to reimburse me I’m not going to give up the right to put in a bid that I think will be compelling to shareholders, even if the board doesn’t like it.”

Icahn’s Itching For a Fight

At first Michael Dell must have thought it was going to be all plain sailing. Just days after reports first emerged of a potential buyout being put together by the company’s founder, the deal appeared to have been sealed with Michael Dell announcing he’d teamed up with Silver Lake and Microsoft to buy back control. But just days later, the first rumblings of discontent emerged from some of Dell’s shareholders, followed by news of Carl Icahn stepping into the fray to buy up loose shares left, right and center. Then we had two rival bids – one from Blackstone, one from Icahn – ostensibly as a response to what they considered was Michael Dell’s cut price $13.65 a share offer.

For the shareholders, it’s true that Icahn’s offer does indeed make a lot of sense. He’s clearly offering a lot more money than what Michael Dell has originally proposed, but at the same time it’s also clear that Icahn is only in this for the profit, rather than acting as some Robin Hood-type figure who’s leapt to the defense of shareholders.

From the moment Icahn entered the bidding, it was apparent to anyone familiar with his past that he intended to stir things up. The problems had already begun with shareholders Southeastern Asset Management and T. Rowe Price announcing their displeasure with the price on offer, and with Icahn they have a rabid dog on their side who’s not afraid of fighting dirty to get what he wants.

Icahn isn’t going to back down easily from here on out – but the question is, will anyone dare to stand up to him?