Dell Inc. (NASDAQ:DELL) and Carl Icahn are still battling it out, and this time the activist investor is giving the PC maker a dose of its own medicine. On Monday Dell’s special committee filed a presentation that was directed at investors, rejecting Icahn’s offer and claiming that he was short billions in the tender offer he proposed last week.
Icahn: Dell Would Have Less Debt
Today Forbes’ Abram Brown reports that Icahn has struck back with a similar argument using the same tactics Dell’s special committee used. Icahn’s argument is that Dell Inc. (NASDAQ:DELL) would have less debt after the proposal offered by him and his partner Southeastern Asset Management.
Of course Dell’s special committee is still backing the $13.65 per share go-private offer brought by founder Michael Dell and the private-equity firm Silver Lake Partners. Icahn’s leveraged buyout offer would leave part of the company public and make a $14 per share tender offer which would enable investors to cash out.
Icahn Restates Old Arguments for Dell
In the presentation posted today, Icahn and Southeastern once again say that founder Michael Dell and Silver Lake are practically stealing the company from investors and that their bid undervalues the company. The two investors say Mr. Dell and his partners would rake in massive profits by taking the PC maker private and then either selling it off piece by piece or by taking it public again, while leaving shareholders with nothing.
Icahn and Southeastern met with Institutional Shareholder Services today in an effort to sway the influential proxy advisor over to their side. If they can convince ISS that their offer is better, then ISS might be able to convince the other shareholders to vote in their favor as well.
Icahn’s New Arguments
This time though, they added some new arguments to their presentation, saying that their proposal would raise Dell Inc. (NASDAQ:DELL)’s debt to EBITDA ratio to 1.7. However, they claim that the go-private offer from Mr. Dell and Silver Lake raises that ratio to 3.7.
They also criticized the board for accepting Mr. Dell’s offer too quickly and making it very expensive for any competing bidder to make a better offer for the company. They also highlighted the company’s recent $13 billion in acquisitions and also its enterprise businesses, saying that they could be significant sources of future growth for the struggling company.
What Icahn Didn’t Address
According to Brown, Icahn did not mention the special committee’s main argument: that he and Southeastern are short by almost $3 billion in terms of the funding needed to complete his offer. The committee is undoubtedly going to have a response and will probably focus on why Icahn didn’t address their main concern.
