By Saabira Chaudhuri
In a typically colorful letter to Dell Inc. (DELL) shareholders
ahead of a twice-delayed Thursday vote on Chief Executive Michael
Dell's proposal to take the company private, Carl Icahn said he
won't pursue additional efforts to defeat the deal, while quoting
Clark Gable and comparing the PC-maker to a dictatorship.
Mr. Icahn, who said he still opposes the acquisition and will
move to seek appraisal rights, said it would be "almost impossible
to win the battle" on Thursday.
The vote is on a $24.8 billion buyout offer from Mr. Dell and
private-equity firm Silver Lake that would take the computer
company private for $13.75 a share plus a special dividend. After
the deal was announced in February, Mr. Icahn built a position in
the shares and attacked the offer as too cheap. The size of his
eventual position, nearly 9%, gave him leverage in the vote count.
Twice, the special committee delayed the vote out of concern
shareholders wouldn't back the deal.
Ultimately, the buyout group increased the per-share price of
its offer by 10 cents to $13.75, and Mr. Dell agreed to fund a
special dividend of 13 cents. Dell's board has set an Oct. 17 date
for the annual meeting, comfortably after the buyout vote.
In a tip of the hat to himself, Mr. Icahn in his letter pointed
out that an increased offer by Mr. Dell and Silver Lake made the
loss "a lot more tolerable" and came as a result of his
involvement.
Referring to Dell's postponements of the vote, he made a joke
comparing the company to a dictator, saying that "most functioning
dictatorships only need to postpone the vote once to win."
Mid-last month, a corporate law judge denied Mr. Icahn's request
to hasten a lawsuit against the proposed buyout of Dell, bringing
the drawn-out deal closer to passage.
Monday, Mr. Icahn said the judge's ruling that allowing a gap
period between the Thursday meeting and the annual meeting was
legal, along with the change in the record date and the raised bid
all made him decide to stop trying to defeat Mr. Dell and Silver
Lake's proposal.
"The Dell board, like so many boards in this country, reminds me
of Clark Gable's last words in 'Gone with the Wind,' they simply
'don't give a damn,' Mr. Icahn wrote in his letter.
He urged shareholders to follow him on Twitter where he said he
gives investment insights and points out "unconscionable" actions
by boards.
Shares of Dell were down by a penny to $13.84 in recent trading.
The stock has risen 2.5% in the past three months.
Write to Saabira Chaudhuri at saabira.chaudhuri@wsj.com
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