Dell Seeks More Information from Icahn on Takeover Bid

Consumer Electronics

Published: May 20, 2013 7:50 am

Last Updated: April 27, 2020 8:04 pm

The board of directors at Dell Inc. (NASDAQ: DELL) is either satisfied with the $13.65 per share offer that it already has accepted from founder and CEO Michael Dell and Silver Lake Partners to take the company private, or the board does not think that activist investor Carl Icahn has the support to beat the Dell/Silver Lake offer.

At least those seem to be the likeliest conclusions to be drawn from the brief letter that Dell’s board sent to Icahn and Southeastern Asset Management this morning. Here’s the money quote:

Unless the Board of Directors of Dell determines that your proposal could reasonably be expected to result in a “Superior Proposal” as defined in the Company’s existing merger agreement with affiliates of Silver Lake and Michael Dell, we are not permitted to provide you with information or engage in discussions concerning your proposal.

That sounds pretty much like a “put up or shut up” challenge. On May 10, Icahn and Southeastern suggested an alternative to Dell/Silver Lake’s $24.4 billion buyout that would have paid Dell shareholders $12 a share in cash or awarded shareholders $12 a share in additional stock and allow shareholders to keep their stakes in Dell, which would remain a publicly traded company. Dell’s board asked for more information on May 13, and today’s letter repeats that request.

Dell’s stock has wobbled between about $13.50 and $14.50 a share for the past three months. The shares closed at $13.40 on Friday and have been inactive this morning. The 52-week range is $8.69 to $15.29.

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