Carl Icahn on Monday countered recent comments made by Dell Inc.
(DELL) founder Michael Dell about voter turnout and counting, the
latest salvo in a protracted back and forth between the activist
investor and the PC maker ahead of an impending vote on whether
Dell should be taken private.
Mr. Icahn's letter to shareholders was in response to a move by
Mr. Dell and private-equity firm Silver Lake to boost their buyout
price by 10 cents a share and attempt to change the rules on how
votes would be counted. A rule change would allow the buyout to
pass if a majority of votes cast are in the affirmative, instead of
a prior rule that would count all shares. Under that earlier
structure, shares that weren't voted were counted as "no."
Mr. Icahn in response said billions of dollars of Dell shares
have traded since the terms of the merger first became public, and
that these trades were based on the assumption that the vote
requirement was firm.
He also highlighted the current voting rules as highly
necessary, noting that giving effect to non-votes would bring the
ratio of votes cast to date close to 40% for the transaction and
60% against, versus a roughly 50-50 percentage that current voting
rules have prompted.
Mr. Icahn also said Mr. Dell's statements to The Wall Street
Journal in a recent interview weren't accurate.
"Contrary to what Michael Dell has told the Wall Street Journal,
the turnout at the special meeting now scheduled for August 2 is
not "unusually low" and, based on Dell's recent prior experience
with stockholder meetings, should not have been "unexpected'," Mr.
Icahn wrote in his letter.
The shareholder said, as of Friday, the anticipated quorum for
the special meeting to be reconvened on Aug. 2 and the vote
participation level for unaffiliated stockholders already exceed
the levels achieved at Dell's 2012, 2011 and 2010 annual
shareholder meetings.
Shares of Dell were down nine cents to $12.85 in recent
premarket trading. The stock has dropped 3% in the past three
months.
Write to Saabira Chaudhuri at saabira.chaudhuri@wsj.com
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