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
Even after two years of thoroughly searching across the Indian Ocean, using modern technologies and devices, there is no clue about the Malaysian airline that vanished on March 8, 2014. Internet access is growing worldwide, but there is still a long way to go before the entire world is completely wired, a study from the Pew Research Center has found. The study also noted that men have greater access to the Internet than women in many nations. Backtracking on its early announcements on digital privacy, WhatsApp is planning to share member information, phone numbers and analytical data with Facebook, to make revenue from the platform.
comments powered by Disqus
Follow RTT