logo
Share SHARE
FONT-SIZE Plus   Neg

Dell Reaches Deal With Carl Icahn - Quick Facts

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

For comments and feedback: editorial@rttnews.com

Business News

Quick Facts

Editors Pick
A California man has filed a lawsuit against McDonald's alleging that the fast food giant is defrauding customers by cramming its mozzarella sticks with filler instead of real cheese. Chris Howe is seeking at least $5 million in damages on behalf of consumers in 42 states and the District of Columbia. The... Jeep, the 4x4 vehicles, which has developed a strong bond with its masters, is aggressively on an expansion mode in its 75th anniversary year. Its fans have always been in love with the famous tag "Go Anywhere, Do Anything." Meat products maker Tyson Foods Inc. (TSN) reported a profit for the first-quarter that increased 49% from last year. It raised its profit outlook for fiscal year 2016 ,but it cut its annual sales guidance.
comments powered by Disqus
RELATED NEWS
Trade DELL now with 
Follow RTT