Carl Icahn has one more plan to stop Michael Dell from taking his company private. On Monday, a court is scheduled to hold a hearing on a lawsuit Icahn filed against Dell’s board.
That lawsuit, filed earlier this week, wants to stop Dell’s board from relaxing a rule that makes it easier for Micheal Dell and his partner Silver Lake to win.
Dell’s special committee agreed to change the way votes are counted so that Dell’s offer could be approved if the majority of shares voted approved, instead of requiring the majority of all independently owned shares to approve. Had they not revised that rule, all shares that were not voted — i.e. the independent shareholders who didn’t bother to vote — would be counted as a “no,” making it nearly impossible for Dell to win.
Icahn also hopes that the court will force Dell to hold a shareholders meeting before Sept. 30. That’s when the financing that backs his alternative plan, a share buyback offer, will expire, The New York Times Michael De La Merced reports.
Icahn wants shareholders to vote out Dell’s board, including CEO Michael Dell, and replace them with a board his team hand picked. Unless the court rules in his favour, this is looking highly unlikely.
In the meantime, Dell on Friday sent a letter to the troops to do damage control. Employees have been kept in suspense for months over this fight and in this tight labour market that’s dangerous.
He reversed his earlier statements when he said he would be “at peace” with the outcome of the shareholder vote, even if that meant losing the company he founded in 1984.
“I am passionately committed to seeing this transaction through to a positive resolution,” he wrote in this new letter, which he filed to the SEC. ” Dell needs to transform, and we need to do it quickly.”