Icahn, Southeastern Push 'No' Vote On Dell Deal

Jun 26 2013 | 12:21pm ET

Carl Icahn and Southeastern Asset Management today sent Dell Inc. shareholders the proxy materials and urged them to vote against the $24.4 billion buyout led by company founder Michael Dell and private-equity firm Silver Lake Partners.

In an accompanying letter, Icahn and Southeastern write that Michael Dell could earn a 50.1% rate of return, and Silver Lake a 44.7% return, over the next four to five years if the buyout is approved.

"Icahn and Southeastern believe the board of directors of Dell should have acted to secure those gains for stockholders," they wrote.

"Icahn and Southeastern believe the board could have done more - much more - to afford stockholders an opportunity to achieve the very same gains now pursued by Michael Dell and Silver Lake.  However, Dell instead appears to be engaging in a campaign to highlight Dell's bleak outlook in the PC market, obscuring the robust performance and future of the ~$13 billion in acquisitions Dell has made in recent years, which were paid for by Dell's current owners. Icahn and Southeastern believe that Dell is conducting this campaign to prompt stockholders into supporting what Icahn and Southeastern believe is a bad deal for stockholders and a very good deal for Michael Dell and Silver Lake."

Dell has said that it cannot make the changes it needs to under scrutiny as a public company, changes that could be made if it goes private.

Yesterday, Icahn also fired back at Dell's allegations that his own plan for a $16 billion share buyback program is short of funding and is "desperate."

Shareholders have until July 18 to vote.

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