Dell Special Committee To Icahn: Where's The Info We Need


Dell's special committee has written again to Carl Icahn and Southeastern Asset Management to request more information in order to consider their proposal to buy the company.

Without that information, particularly how the group plans to finance the acquisition, Dell can't consider the proposal, the special committee wrote.

"Unless the Board of Directors of Dell determines that your proposal could reasonably be expected to result in a 'Superior Proposal' as defined in the company’s existing merger agreement with affiliates of Silver Lake and Michael Dell, we are not permitted to provide you with information or engage in discussions concerning your proposal," the letter stated.

[Related: Dell Dozen: Who Are The Icahn/Southeastern Dell Board Nominees]

Dell had agreed in February to a $24.4 billion leveraged buyout, about $13.65 per share, with Silver Lake Partners, Michael Dell and others. Icahn Enterprises, Southeastern and others criticized the deal and informed the special committee they planned an alternative offer that allowed investors to receive $12 for every share and keep a share worth $1.65.

That's the plan on which Dell's special committee wants more information.

"Please understand that unless we receive information that is responsive to our May 13 letter, we are not in a position to evaluate whether your proposal meets that standard. Accordingly, neither we nor our representatives are able to respond to your requests and inquiries," the committee wrote in the May 20 letter.

Icahn and Southeastern had not publicly responded to the letter as of Monday afternoon. Perhaps they're still reviewing Dell's first-quarter financials, which were released last Thursday. Dell posted disappointing revenue and profit numbers but continued to make progress toward becoming more of an enterprise-focused solutions company and away from lower-margin PCs.

PUBLISHED MAY 20, 2013