Dell Inc.'s (DELL) special committee has asked activist investor
Carl Icahn and Southeastern Asset Management Inc. for more
information on last week's takeover proposal, saying it isn't clear
whether the offer is an "actual acquisition proposal" or an
alternative that should be considered if a pending sale to Silver
Lake Partners and founder Michael Dell isn't approved.
Late last week, Mr. Icahn and Southeastern proposed an
alternative offer to a $24.4 billion deal to buy out the company's
public stockholders, saying they propose giving Dell shareholders
the option to keep holding stock in the company, and take an
additional $12 a share in cash or stock. The cash-or-stock dividend
would cost more than $21 billion.
If the board doesn't back their offer, Mr. Icahn and
Southeastern said they would nominate new directors to replace
Dell's current board, raising the prospect of a proxy fight.
The proposal is part of the duo's campaign to upend a buyout
effort from Mr. Dell and private-equity firm Silver Lake. Mr. Dell
and Silver Lake struck an agreement in February to buy out
shareholders at $13.65 a share. Mr. Icahn, Southeastern and several
other large Dell shareholders have said the company is selling out
too cheaply.
In Monday's letter, Dell's special committee asked for a long
list of items from the pair, including a draft of a definitive
agreement. The committee also asked for information about how the
deal would be financed, arrangements to provide working capital or
other liquidity following the closing, and who the senior
management team would be. Last week, Mr. Icahn said Mr. Dell was no
longer the right person to lead the company.
Shares of Dell edged up by a penny in light premarket trading to
$13.46. The stock has risen 33% so far this year,
--Shira Ovide contributed to this article
Write to Saabira Chaudhuri at saabira.chaudhuri@dowjones.com
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