Dell committee rejects Icahn's bid as 'inconsistent'

Summary:Dell's special committee, designed to oversee its going-private deal, blasts Carl Icahn's deal, and accuses the investor and friends of inconsistently valuing the company's shares.

Dell's independent special committee has criticized proposals by activist investor Carl Icahn and his partner Southeastern Asset Management as lacking credibility.

The PC maker announced in February that it planned to go private , yanking itself from the public market, in a deal that saw the company's founder Michael Dell in conjunction with investment firm Silver Lake offering $24.4 billion, or $13.65 per share.

Since then, his plans were somewhat scuppered by rivals wanting a slice of the PC maker. Despite rival bids, such as those from Icahn  (who has previously publicly criticized the company's founder's bid), the committee overseeing the going-private deal still favors the original $24.4 billion buyout by Michael Dell. 

But not without throwing Icahn's proposals under the bus while it had the opportunity.

In a Schedule 14A filing with the U.S. Securities and Exchange Commission (SEC), a series of slides show the committee's reluctance to go with Icahn's recapitalization proposals, slamming them as "inconsistent."

Here's the slide in question:

slide
Image: Dell via SEC

Key to the claims made by the committee, Icahn has yet to work out or explain how to secure financing "for any of these schemes" should shareholders approve the deal, the slides show.

The committee also stated that if Icahn could drum up the cash needed for his proposal, it would only allow for a dividend to shareholders of $8.15, rather than the $10 he promised. 

Icahn's latest offer puts forward $14 a share for around two-thirds of Dell, slightly higher than the PC maker's founder's offer. 

A vote on the deal is expected on July 18.

Topics: Dell

About

Zack Whittaker writes for ZDNet, CNET, and CBS News. He is based in New York City.

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