Icahn files lawsuit to force Friday vote on Dell buyout

Carl Icahn filed a lawsuit against Dell and its board of directors Thursday as he continued to take steps to prevent the company’s founder and investment company Silver Lake from taking the company private.

The lawsuit, filed in the Court of Chancery of the State of Delaware, seeks to prevent Dell from setting a new date for the meeting at which shareholders will vote on the Michael Dell-Silver Lake proposal to buy out the company. The vote is scheduled for Friday at 9 a.m. CDT. It has already been delayed twice.

The suit also demands that if Dell’s board of directors sets a new date for the special meeting, the company’s annual meeting should “be held on the same date and time, and with the same record date,” according to a filing with the U.S. Securities and Exchange Commission.

Background

In February, Michael Dell and Silver Lake offered $24.4 billion, or $13.65 per share, for the company. That original offer was met with opposition from some top shareholders, with Icahn being one of the more vocal opponents. Last week, Dell and Silver Lake raised their offer to $13.75, under the condition that new shareholder voting rules be implemented so that only “yes” or “no” votes would be counted, with abstentions and nonvotes being left out.

Earlier this week, a special committee overseeing the proposals to buy out the company rejected the shareholder voting guidelines that Michael Dell and Silver Lake proposed. In a letter, the committee said it is prepared to proceed with either a shareholder vote on the earlier $13.65 buyout proposal or a later vote on the new $13.75 offer, but either vote would have to be under the current voting guidelines.

Analysts have said that the shareholder votes were delayed twice as Dell-Silver Lake could not muster enough support for its earlier proposal. Icahn is seeking a quick vote to quash the Dell-Silver Lake offer. Icahn and shareholder Southeastern Asset Management have made the only other offer to buy the company, and they believe their deal is potentially worth $15.50 to $18 a share for current shareholders.

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