Icahn Says Dell Can't Change Voting Rules

Last week's increased buyout offer for Dell (UNKNOWN: DELL.DL  ) coming from Michael Dell and investment firm Silver Lake, with that offer's accompanying request for a change in proxy voting rules, has elicited a response from buyout opposition leaders Carl Icahn and Southeastern Asset Management.

Today, Icahn and Southeastern issued an open letter to the special committee of Dell's board of directors, saying that the change in "the voting method for 'Unaffiliated Stockholder Approval' for the proposed Michael Dell/Silver Lake freeze-out merger raises serious questions for the Special Committee."

The original agreed-upon rules call for non-voted shares to be cast as "no" votes to the buyout. Michael Dell wrote the special committee last week that the rule should be changed because it allows a minority of unaffiliated stockholders to then block the deal. Shares that aren't voted should be ignored, he said, to allow the majority of unaffiliated stockholders to decide the vote.

But as Icahn and Southeastern wrote: "Michael Dell and Silver Lake agreed to a specific voting requirement to approve their deal. ... [They] have now offered to pay a dime for a new method of voting designed to prevent stockholders from passively dissenting on the proposed merger. We view this as a cynical attempt to circumvent the process."

Last Wednesday, Michael Dell and Silver Lake increased their offer from $13.65 a share to $13.75 a share. At that time, Dell's special committee adjourned the stockholders meeting without the scheduled buyout vote and rescheduled it for Aug. 2.

Read/Post Comments (0) | Recommend This Article (0)

Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

Be the first one to comment on this article.

Compare Brokers

Fool Disclosure

Sponsored Links

Leaked: Apple's Next Smart Device
(Warning, it may shock you)
The secret is out... experts are predicting 458 million of these types of devices will be sold per year. 1 hyper-growth company stands to rake in maximum profit - and it's NOT Apple. Show me Apple's new smart gizmo!

DocumentId: 2565406, ~/Articles/ArticleHandler.aspx, 9/30/2016 4:43:49 PM

Report This Comment

Use this area to report a comment that you believe is in violation of the community guidelines. Our team will review the entry and take any appropriate action.

Sending report...

Today's Market

updated Moments ago Sponsored by:
DOW 18,308.15 164.70 0.91%
S&P 500 2,168.27 17.14 0.80%
NASD 5,312.00 42.85 0.81%

Create My Watchlist

Go to My Watchlist

You don't seem to be following any stocks yet!

Better investing starts with a watchlist. Now you can create a personalized watchlist and get immediate access to the personalized information you need to make successful investing decisions.

Data delayed up to 5 minutes

Related Tickers

12/31/1969 7:00 PM
DELL.DL $0.00 Down +0.00 +0.00%
Dell CAPS Rating: *