Activist investor Carl Icahn is taking action again in his attempt to acquire Dell Inc (NASDAQ:DELL). He sent a letter to the company’s shareholders and called for Dell to begin a $14 per share tender offer. The Wall Street Journal’s Steven Russolillo published the complete letter.
Carl Icahn’s Letter To Dell Shareholders
The letter starts out as a direct response to Dell Inc (NASDAQ:DELL)’s board of directors, who said earlier this month that Carl Icahn was short by about $4 billion in his plans to finance his offer. Icahn teamed up with Southeastern Asset Management for this latest bid, which is the second one submitted by Icahn. He withdrew his earlier offer for Dell.
He said he’s “amazed” by the statements made by the company’s board, and he questioned why the board would “actually spend their efforts negatively positioning the very product they are trying to sell.” He asked if that was how the “supposed ‘go-shop’” process was conducted and drew comparisons with a real estate broker warning about termites in a home whenever someone showed interest in buying it.
According to Icahn, the statements from Dell Inc (NASDAQ:DELL)’s board and the board’s presentation earlier this month convince them even more that founder Michael Dell’s original go-private offer at $13.65 per share “significantly undervalues the company.” He also states in his letter that he believes that any board which circulated this information while he and Southeastern were trying to move forward with their proposed recapitalization will never accept their offer as being superior.
Icahn’s Offer To Settle Liquidity Questions
The letter goes on to say that he proposes that Dell proceed with a $14 per share tender offer. In order to implement that proposal, Icahn said he will seek to defeat the go-profit offer from the company’s founder at the PC maker’s special meeting next month and then try to elect his own slate of directors at the company’s annual meeting.
Icahn’s tender offer proposal covers about 1.1 billion shares of Dell at $14 per share, reaching a maximum of $16 billion being available in the offer. Icahn and Southeastern agreed not to tender in that offer. Together they hold about 13 percent of the company’s outstanding shares.
A Tender Offer For Dell
He said the proposal enables other shareholders who also believe that Mr. Dell’s offer undervalues the company and continue holding shares of the company. It also gives those who want to tender at $14 per share the ability to do so while knowing they will be able to sell off at least 72 percent of their position.
He said funding for the offer would be from $5.2 billion in debt financing, Dell’s current available $7.5 billion in cash and $2.9 billion from a sale of the company’s receivables. That would leave about $4.9 billion left for the company to continue operating. Icahn also said they were working on commitments for $5.2 billion in senior debt financing for a bridge loan to serve as a guaranty for the tender offer.
Icahn said he bought about 72 million more shares of Dell from Southeastern recently, which come with proxies to enable him to vote at the special meeting. He said they also looked over some motions that have been filed against Dell in connection with the offer from the company’s founder and have sent a letter in support of those motions.