Carl Icahn has sent another letter to shareholders of Dell Inc (NASDAQ:DELL) once again requesting that they reject the leveraged buyout offer from founder Michael Dell and the private equity firm Silver Lake Partners. This time however, he accused the company of using a “another scare tactic” to convince investors that the stock will fall.

Michael Dell

Icahn sweetened his deal for Dell Inc (NASDAQ:DELL) on Friday, adding a warrant for shareholders when the stock hits $20 a share.

Icahn expects Dell annual meeting promptly

All Things D’s Arik Hesseldahl published Icahn’s letter in its entirety. The focus of the letter is on the timing of the shareholder vote on Mr. Dell’s offer and the annual meeting. The activist investor says he believes Dell Inc (NASDAQ:DELL) will immediately hold its annual meeting if the offer is voted down at Thursday’s scheduled vote.

The law states that Dell must have its annual meeting no later than Aug. 14, and Icahn said he believes Dell is trying to scare investors into believing that the company’s stock price will fall during the period between Thursday’s vote and the annual meeting if they don’t approve the deal on Thursday.

Icahn plans a proxy fight at Dell

Icahn intends to initiate a proxy battle with Mr. Dell at the annual meeting in an attempt to gain control of the company. He said it doesn’t make sense that shareholders would approve the old board members because of their “abysmal record.” He believes they will be happy to toss out all of them.

The problem he will likely face is the 16 percent of voting shares which are held by Mr. Dell. Although the founder can’t vote on his own leveraged buyout offer, he will be able to vote on prospective board members for the company, and it’s expected that he will oppose anyone suggested by Icahn.

This means that it’s very unlikely that the full slate of directors nominated by Icahn will be voted in. As suggested already, the result could be a mixed board made up of some directors selected by Mr. Dell and others selected by Icahn.

Icahn: leveraged recap won’t take too long

The other big issue addressed in Icahn’s shareholder letter today is the argument made by Dell’s special committee that his leveraged recapitalization would take too long. Institutional Shareholder Services sided with the company’s founder last week, and one of the reasons the firm gave was because it believed that Icahn’s plan would take too long for the company to complete its recovery.