Dell Committee Doesn’t Like Founder’s Attempt to Change Voting Rules

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Dell Inc. (NASDAQ:DELL)’s special committee has been backing the original offer from founder Michael Dell and the private-equity firm Silver Lake Partners all along—until now. The committee now opposes part of their new offer, and it has to do with the request to change the voting rules for the buyout, according to David Benoit of The Wall Street Journal.

Dell Committee Doesn’t Like Founder's Attempt to Change Voting Rules

Dell’s committee wants to change the record date

Michael Dell’s latest offer for the company he founded boosts the buyout to $13.75 per share, although he requests that the committee change the voting rules on the offer. Dell Inc. (NASDAQ:DELL)’s special committee rejected that request and instead offered to change the record date.

That date decides which Dell shareholders are allowed to vote on the buyout. Currently the record date is June 3, so shareholders of record on the date are allowed to vote on the offer. The committee said that by changing the record date, shareholders who purchased their shares after June 3 would be able to vote, which would increase turnout. Also all shareholders would have more time to consider the best answer to the question.

Dell vote schedule for Friday

As of right now, the shareholder vote on Dell Inc. (NASDAQ:DELL)’s future is scheduled for Friday, but it’s for the $13.65 per share offer originally brought by Mr. Dell and Silver Lake. That vote has already been delayed two times because shareholder turnout was lower than expected. Approximately 23 percent of shareholders did not cast their ballots, which basically counted against Mr. Dell and Silver Lake because shareholders who abstain from voting are counted as no votes.

Mr. Dell and Silver Lake want to toss out that rule and make it so that only the shares which actually cast ballots would count. Dell’s special committee said it will go forward with a new vote on the original offer from Mr. Dell using the original rules and record date.

Will Dell get the record date changed?

Earlier this week when Carl Icahn and his partner Southeastern Asset Management sent a letter to the special committee asking it not to change the record date. Icahn has been trying to get a higher buyout value on the company because he thinks the original offer from Mr. Dell undervalues it. He urged the special committee this week to move forward with the offer on Friday as planned and stop postponing the date of the vote.

Sources told The Wall Street Journal that they don’t think changing the record date would have enough of an effect on the result of the vote to warrant the increase in price from Mr. Dell.

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