Dell Inc. (DELL), based on the recommendation of the board's Special Committee, has approved an agreement with Carl Icahn, pursuant to which Icahn and affiliated entities would not make purchases that would cause them to own over 10% of Dell's shares or sign deals with other shareholders who, together with the Icahn entities, would collectively own in excess of 15% of Dell's shares. Further, Dell has granted the Icahn entities a limited waiver under Section 203 of the Delaware General Corporation Law which facilitates Icahn's ability to engage with other Dell shareholders.
Icahn Enterprises had notified Dell on March 14, 2013 of its filing for early termination of the waiting period under the HSR Act with the U.S. Department of Justice and the Federal Trade Commission for permission to buy up to 25% of Dell's outstanding shares. The Icahn request received HSR approval on April 10, 2013.
Icahn submitted a non-binding alternative acquisition proposal during the "go-shop" process established as per the merger deal with Michael Dell and investment funds affiliated with Silver Lake Partners and the Special Committee determined that Icahn's proposal could reasonably be anticipated to result in a superior proposal. Also, the Special Committee believes that granting the limited waiver to Icahn while capping his share ownership would maximize the chances of eliciting a superior proposal from Icahn, and at the same time protecting stockholders against potential accumulation of an unduly influential voting interest.
This agreement with Icahn would expire upon the earliest of consummation of the Michael Dell/Silver Lake Partners transaction, consummation of a superior alternative transaction, or January 15, 2014.
by RTT Staff Writer
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