Dell Inc. (NASDAQ: DELL) is one of the most controversial buyouts in recent memory, certainly when you consider the size of this transaction going well above $20 billion. The fight between Carl Icahn and Michael Dell for control of this company is one that will become the capstone study focus for business school graduates for years into the future. There have been an infinite number of stories over the merger saga, but there seems to be almost no true insight into who will truly win here. The take of 24/7 Wall St. is that Carl Icahn is going to be the ultimate winner here.

One fresh report on Wednesday from the New York Post is saying that the $13.65 per share deal from Michael Dell is dead, citing sources. While the stock is down at the lowest levels since January, this is the first round of evidence that Carl Icahn is going to win. Remember, by “winning” it may take quite some time unfold. It could be months, or years.

With as many dissident shareholders as there are, Michael Dell and his board’s recommendation for shareholders to sell the company at $13.65 per share is just not enough juice to keep shareholders all that interested. It is our own opinion that most shareholders think that Dell should be worth closer to $20 in the long haul. Even if that is too high, $15 per share or more would have just been much better when you consider that Michael Dell has discusd a go-private deal for months and months prior to the deal actually getting announced.

While Carl Icahn’s plan is complicated and while it is hard to ascertain whether all the money is there, having a warrant for the remaining tracking stock of a public interest does seem to make more sense than taking Dell off the public markets entirely at $13.65 per share. Icahn has signaled that this is a long-term call option, particularly with all of the deals that Dell has made to move beyond just the PC market.

Carl Icahn has pressed that Dell’s acquisitions may only just now be starting to pay off, and $13.65 per share does not compensate the shareholders adequately reward shareholders for the risk they took. Michael Dell might not verbally agree with this, but what does it tell you if he is willing to buy the entire company for $13.65 today? He thinks it will be worth more than that in the future.

Another issue to consider as far as why Icahn is winning here is that Icahn gets to vote but Michael Dell does not get to vote his shares. The institutions which have been vocal against this buyout have by far outweighed the shareholders which are in support of the deal.

It is our opinion that Carl Icahn is going to win here. The real question is whether or not that translates into shareholders winning here. Hewlett-Packard Co. (NYSE: HPQ) is not in any buyout at all, yet its shares are up more than 50% since the same time as the Dell deal. The only surprise so far is that Carl Icahn hasn’t said that Michael Dell’s buyout offer keeps hurting the open market performance that should have been expected here.

If Michael Dell loses on the bid to take Dell private, that does not mean for sure that Carl Icahn will be able to force Michael Dell out of the company nor force him out as being in charge of the company. This will still be an Icahn victory, and by his own words it allows for an upside call option down the road for Dell shareholders.

Dell shares traded as low as $12.75 on Wednesday morning, much lower than the $13.65 buyout price. Even if Dell shares were to fall under $12 it is obvious that Carl Icahn thinks this is better than taking the company off the market at $13.65. Oh, and by the if, if Carl Icahn somehow forces a higher buyout price that “supposedly” isn’t coming from the Dell and Silver Lake team that is still an Icahn win.

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