Dell CEO Michael Dell told the Wall Street Journal in an e-mail exchange over the weekend that he intends to stay with the company if his multibillion-dollar offer to buy the joint and take it private isn\u2019t approved by the stockholders.<\/p>\n
He also said that he won\u2019t support Carl Icahn\u2019s notion of a leverage recapitalization or Icahn\u2019s schemes to put the company deeper in debt or sell off some its assets to pay shareholders an ostensibly higher price.<\/p>\n
Michael reiterated that the specter of $13.75 a share that he and private equity house Silver Lake Partners dangled in front of stockholders last week was a \u201cbest and final\u201d offer worth $24.6 billion.<\/p>\n
It\u2019s a dime better than the $13.65 a share Dell\u2019s board accepted in February.<\/p>\n
He justified the uptick on the grounds that he\u2019s asking for a change in the way the shares are counted so any abstentions are discarded.<\/p>\n
Currently abstentions count as \u201cno,\u201d a situation he claims Icahn, who was never a Dell stockholder before Michael put his buy-put offer on the table, has been \u201cunfairly\u201d able to use a minority of shares to block the deal that \u201cthe majority of the unaffiliated shares voting on the transaction wanted to accept.\u201d<\/p>\n
\u201cThat\u2019s why we\u2019ve now requested that the standard be changed to allow the will of the majority of the unaffiliated shares voting on the transaction to control the outcome.\u201d<\/p>\n
Icahn personally controls about 8% of the votes but other stockholders like Southeastern Asset Management and T Rowe Price are backing his play.<\/p>\n
The paper suggests that Michael\u2019s comments may be a signal to stockholders planning to vote against the buy-out that they\u2019d better support Icahn\u2019s proxy fight to gain control of the company too or be prepared to walk away holding stock that\u2019s lost all of its deal-inflated luster.<\/p>\n
The same message may be intended for the Dell board\u2019s special committee which has until August 2 to decide to change the rules or not.<\/p>\n
Bloomberg reported last week that the committee wants $14 a share to change the rules.<\/p>\n
\u201cGiven where we are today,\u201d Michael told the Journal, \u201cI believe the challenges we would face as a public company, including a potential proxy fight, would be significant. But I am ready to fight and I am committed to doing what I believe is right for the company.\u201d<\/p>\n
The 10-cent price increase is coming from both Michael Dell and Silver Lake on a pro rata basis. It works out to about another $150 million.<\/p>\n