By Nicola Leske and Poornima Gupta
Sept 9 Carl Icahn on Monday ended his
months-long effort to block Michael Dell's $25 billion offer to
take Dell Inc private, smoothing the way for the
largest buyout since the financial crisis.
The activist investor, the company's second-largest
shareholder, said he would no longer try to head off the deal,
and that a war with the billionaire founder and the company's
board "would be almost impossible to win."
His withdrawal significantly improved the odds that the
company would finally muster enough votes at a special
shareholders' meeting slated for Thursday to clinch the deal.
But Icahn, known for aggressive tactics when going after
corporations, could not resist a parting shot.
"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,'" Icahn wrote in a letter to
shareholders on Monday.
Dell declined to comment.
Icahn's move ended a battle that has raged since March,
pitting Michael Dell and private equity firm Silver Lake
Partners against Icahn and money manager Southeastern Asset
The founder has sought to take the company private to
transform it - away from public scrutiny - into a provider of
enterprise computing services, from a maker of personal
computers. Icahn argued that Michael Dell's offer undervalued
the company's shares.
Icahn's capitulation follows a number of setbacks to his
In August, a judge refused to fast-track a lawsuit Icahn
filed against the company, blunting an integral part of his
opposition campaign. Icahn sought the court's help in forcing
Dell to hold its annual meeting at the same time it convened a
special vote on the deal, thereby giving him a chance to propose
a slate of directors to replace the current board.
Icahn had wanted to nominate a slate of directors to replace
several board members, arguing that they were not acting in
shareholders' best interests in accepting the CEO's deal.
LITANY OF SETBACKS
Also, the company's board changed voting rules after Michael
Dell raised his offer in July, and will ignore shareholder
abstentions. Previously, abstentions were counted as "no" votes.
Icahn also cited a change in the record date for
stockholders to determine eligibility to vote on the proposed
takeover, a significant change that allows shareholders that
bought their stock recently - such as arbitrage funds eager to
see the deal go through - to have their say.
Later, Icahn argued during an interview with CNBC that his
involvement meant the shareholders got additional value for
their shares, forcing Michael Dell and Silver Lake to raise
"We did the work for the board," he said. "The board just
Icahn also revealed that he had been close to picking a CEO
candidate but the person, whom he did not name, backed out at
the last minute.
The meeting to vote on Michael Dell's offer had been
postponed three times as he and Silver Lake struggled to round
up the needed votes or convince "no" votes to support the deal.
While he would not pursue additional efforts to block the
deal, Icahn said he still opposed it and would move to seek
appraisal rights, according to the letter that he filed with
The company's shares ended trading on Monday unchanged, at