Michael Dell, Silver Lake Make Final Offer

Somehow, an increased offer that totes up to less than 1% hardly seems likely to sway recalcitrant shareholders. And to add more fuel, Michael Dell and Silver Lake are seeking a change to the way the votes are counted, saying that the present method of counting abstentions as “no” votes has no “rational basis” and is “patently unfair.” Dell’s 16% stake in the company will not count in the final vote tally.

The special committee says it is considering both the price and the voting rule change, but it created the vote-counting method and changing it now will make the board look wishy-washy at best and a lapdog for Michael Dell at worst.

And the company’s board is trying to avoid a proxy battle with activist investor Carl Icahn, which could make them look even worse. Icahn has consistently criticized the Dell/Silver Lake offer as too low, and that extra 10 cents will not get him to change his mind.

Dell’s shareholders are not expecting the start of a new bidding war either. Shares are up just 0.3% to $12.92, after jumping to $13.25 earlier. The stock’s 52-week range is $8.69 to $14.64.