Dell signs agreement to cap Icahn's share ownership

Dell takes a step forward as it weighs buyout offers to go private

As part of the review process of potential offers to take Dell private, the company announced that its board of directors approved an agreement with Carl Icahn that would cap the amount of shares owned by the activist investor.

CEO Michael Dell and equity firm Silver Lake Partners on Feb. 5 offered to take Dell private for $24.4 billion, or $13.65 per share.

However, counter-offers were made by groups of investors in the 45-day go-shop period during which Dell invited competitive buy-out offers from third parties. A group led by Blackstone offered in excess of $14.25 per share, while Carl Icahn and affiliates offered $15 per share.

Under the agreement, Icahn and affiliated entities "have agreed not to make purchases that would cause them to own more than 10 percent of Dell's shares," Dell said in a statement.

Also as part of the agreement, Icahn has agreed not to enter into agreements with other shareholders to jointly own more than 15 percent of Dell's shares.

Dell has also granted the Icahn entities a waiver that "facilitates" his ability to engage with other Dell stockholders.

"The Special Committee believes that granting the limited waiver to Mr. Icahn while capping his share ownership will maximize the chances of eliciting a superior proposal from Mr. Icahn while at the same time protecting shareholders against potential accumulation of an unduly influential voting interest," the company said in a statement.

All transactions are being reviewed by a special committee appointed by Dell. The agreement with Icahn will expire by January 15 next year, or until one of the offers is approved.

Agam Shah covers PCs, tablets, servers, chips and semiconductors for IDG News Service. Follow Agam on Twitter at @agamsh. Agam's e-mail address is agam_shah@idg.com

Join the newsletter!

Error: Please check your email address.
Rocket to Success - Your 10 Tips for Smarter ERP System Selection

Tags business issuesDellMergers and acquisitions

Keep up with the latest tech news, reviews and previews by subscribing to the Good Gear Guide newsletter.

Agam Shah

IDG News Service
Show Comments

Most Popular Reviews

Latest Articles

Resources

PCW Evaluation Team

Sarah Ieroianni

Brother QL-820NWB Professional Label Printer

The print quality also does not disappoint, it’s clear, bold, doesn’t smudge and the text is perfectly sized.

Ratchada Dunn

Sharp PN-40TC1 Huddle Board

The Huddle Board’s built in program; Sharp Touch Viewing software allows us to easily manipulate and edit our documents (jpegs and PDFs) all at the same time on the dashboard.

George Khoury

Sharp PN-40TC1 Huddle Board

The biggest perks for me would be that it comes with easy to use and comprehensive programs that make the collaboration process a whole lot more intuitive and organic

David Coyle

Brother PocketJet PJ-773 A4 Portable Thermal Printer

I rate the printer as a 5 out of 5 stars as it has been able to fit seamlessly into my busy and mobile lifestyle.

Kurt Hegetschweiler

Brother PocketJet PJ-773 A4 Portable Thermal Printer

It’s perfect for mobile workers. Just take it out — it’s small enough to sit anywhere — turn it on, load a sheet of paper, and start printing.

Matthew Stivala

HP OfficeJet 250 Mobile Printer

The HP OfficeJet 250 Mobile Printer is a great device that fits perfectly into my fast paced and mobile lifestyle. My first impression of the printer itself was how incredibly compact and sleek the device was.

Featured Content

Latest Jobs

Don’t have an account? Sign up here

Don't have an account? Sign up now

Forgot password?