Michael Dell Strikes New Deal With Board


The Dell $24.4 billion buyout vote has been delayed again until Sept. 12. Michael Dell and Silver Lake inked a deal with the Dell special committee overseeing the vote to revise the merger agreement, raising the buyout bid to $13.75 from $13.65 and adding a special dividend of 13 cents per share.

As part of the agreement, the committee said it would change the record date -- the date shareholders must have owned shares to be eligible to vote -- to Aug. 13. The plan also changes the way absentee votes are counted. Only votes cast directly by shareholders and by institutional investors would be counted and absentee votes would not be considered "no" votes.

The agreement is a victory for Michael Dell and his plan to privatize his company and fight off a counteroffer by Carl Icahn, who is battling for control of the company and to keep it public. Icahn sued Dell Thursday to prevent the board from further delaying the buyout vote.

[Related: Carl Icahn Sues Dell To Keep Buyout Vote On Track]

Alex Mandl, chairman of Dell's special committee, wrote in a prepared statement, "The Committee is pleased to have negotiated this transaction, which provides as much as $470 million of increased value, including the next quarterly dividend that will now be paid regardless of when the transaction closes."

A recent tally of votes puts the number of supporters of Michael Dell's buyout bid at 579 million votes compared with 563 million against.

"In the context of the current decision, the Committee does not believe it is appropriate to count shares that have not been voted as having been voted in support of any particular alternative," wrote Mandl.

Dell also revealed Friday that its annual stockholders meeting will be held Oct. 17. That's an important meeting because part of Icahn's lawsuit demanded that Dell hold the annual meeting and the shareholder vote on the same day. As it stands now, the annual meeting will take place long after the buyout vote is held.

PUBLISHED AUG. 2, 2013