Icahn, Dell In Agreement On His Stake

Apr 17 2013 | 12:43pm ET

Carl Icahn and Dell Inc. have a struck a deal that the latter says could lead to a concrete offer from the famed buyout billionaire.

Icahn has agreed to limit his stake in the computer-maker to 10% or less, and to refrain from striking deals with other shareholders to create a group with more than 15% of Dell's shares. In return, Dell has given him a limited waiver allowing him to speak with other Dell shareholders about a possible bid.

Icahn said he has also "retained the absolute right to conduct a proxy fight at Dell."

Icahn and the Blackstone Group have made preliminary offers for Dell to rival that made by company founder Michael Dell and private equity firm Silver Lake Partners. The company has said that both could prove superior to the $24.4 billion deal to go private struck by Dell and Silver Lake.

"The special committee" of Dell's board considering a sale of the company "believes that granting the limited waiver to Mr. Icahn while capping his share ownership will maximize the chances of eliciting a superior proposal from Mr. Icahn while at the same time protecting shareholders against potential accumulation of an unduly influential voting interest," the committee said.

"My affiliates and I expect to engage in meaningful discussions with other Dell shareholders, discussions that we believe will help to facilitate alternatives to the existing transaction with Michael Dell," Icahn said. He added that he would eschew the $25 million Dell gave to Blackstone and Dell's group to cover the expenses of putting together a deal.


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