The battle by activist Carl Icahn to block Michael Dell’s proposed buyout of Dell Inc. has Icahn saying “it would be almost impossible to win.” Icahn noted a change in the record date for stockholders allowed to vote on the proposed takeover by Dell and private equity firm Silver Lake Partners. Also mentioned was a ruling that the gap period between the September 12 meeting and the annual meeting was legal.
Delaware’s law says that company annual general meetings must be held within 13 months of each other or shareholders could sue to force a meeting. Icahn has sued Dell and the board attempting to stop Dell from changing the record date by which the shareholders must purchase their shares in order to vote for the deal.
Icahn has written that “The Dell board, like so many boards in this country, reminds me of Clark Gable’s last words in “Gone with the Wind”, they simply “don’t give a damn,”. Icahn had wanted to nominate new directors to replace several board members saying “they are not acting in shareholders” best interest in accepting the CEO’s deal.
It is not uncommon for corporations to hold late shareholder meetings Delaware Court of Chancery, Judge Leo Strine said last month of Dell’s October 17 date for the upcoming meeting.
Since Icahn has decided to back off the odds are in favor that the CEO’s deal being approved at the special meeting on Thursday. Michael Dell and Silver Lake have struggled to round up the needed votes or convince “no” votes to support he deal. While he would not pursue efforts to block the deal, Icahn said he still opposed it and would move to seek appraisal rights, according to the letter that he filed with regulators. Icahn and Southeastern Asset Management have numerous times argued that the $25 billion proposal by Dell and Silver Lake to take the company private undervalues the company.
Icahn is the second-largest shareholder in Dell with an 8.9 percent stake in the company. He has said that he was “saddened at our losing the battle to control Dell” but that because of his actions stockholders would now be receiving more money than originally offered.
Icahn congratulates Michael Dell and continues to share his investment insights on Twitter.