Carl Icahn Drops Dell Bid, May Seek Board Seats

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Billionaire Carl Icahn and Southeastern Asset Management are reportedly mulling whether they should team up to choose new Dell Inc. (NASDAQ:DELL) directors.

Carl Icahn Drops Dell Bid, May Seek Board Seats

The two Dell Inc. (NASDAQ:DELL) shareholders’ recent initiatives are part of an effort to thwart the computer maker’s $24.4 billion leverage buyout. The shareholders earlier this year publicly decried billionaire Michael Dell’s plans for a $24.4 billionaire buyout with private equity firm Silver Lake Partners, arguing they badly undervalued the company.

Under Dell Inc. (NASDAQ:DELL)’s proposed buyout, the billionaire founder and Silver Lake would pay $13.65 a share for the company. Southeastern, a $33-billion asset manager believes the shares are worth much more, at least $20 or up.

The asset manager Southeastern and billionaire Mr. Icahn have separately argued that DELL is being sold too cheaply and that Dell should borrow money and return capital to shareholders rather than fund a buyout.

Dell’s largest outside shareholder with 8.4 percent, Southeastern, went public with its opposition to the buyout days after the company announced the deal in early February. Mr. Icahn later said he amassed a 4.6 percent stake in the company. The two have considerable sway with their combined stake. However Mr. Dell holds 14 percent of Dell shares.

Mr. Icahn made a preliminary counterbid for Dell but has since abandoned that avenue in favor of a more-hostile approach, a person familiar with his thinking said. Mr. Icahn’s move leaves Dell with only the Silver Lake offer; the Blackstone Group, which had made a preliminary bid itself, dropped out of the running last month.

Icahn and Southeastern hope a fresh slate of directors could derail Dell’s plan, forcing the PC-maker to consider other options, and show investors they can indeed vote down the proposal and choose a different path. They have until May 13 to nominate directors.

According to Wall Street Journal, a shareholder vote on the buyout is likely to precede a vote on the board. The Wall Street Journal feels if the Silver Lake deal gets approved, a vote for a new slate of board candidates would likely be moot. The company hasn’t announced a date for either the vote on the deal or the annual meeting.

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Interestingly, if history is any guide, Dell and Silver Lake should worry. Icahn and Southeastern a year ago teamed up to recast Chesapeake Energy (NYSE:CHK).  They succeeded with half the board was out followed closely by the company’s CEO Aubrey McClendon.

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