Carl Icahn has taken Dell and its board to court seeking a blockade on the proposed rule changes ahead of voting scheduled for Friday – seemingly his latest move to foil Michael Dell’s buyout attempt.
The active investor along with his affiliates has also sought intervention from court through the lawsuit filed with the Court of Chancery of Delaware in the matters related to change of record date – the date which governs whether a particular shareholder is allowed to vote or not. The motive? To stop Michael Dell from voting any shares which he acquired on and after February 5, 2013.
Icahn has also sought a block on any changes related to shareholder voting requirements and seeks to call an annual shareholder meeting on the day of the special meeting if the board goes ahead with the change in record date.
The voting scheduled for August 2 is the third attempt to vote after two previous attempts were adjourned. The initial offer from Michael Dell and Silver Lake of $13.65 per share was rejected by the special board committee after which a new bid of $13.75 was submitted on conditions that voting rules were changed.
Under the current rules if a shareholder abstains from voting, the vote is considered against the deal. If this rule is applied 27 per cent of voters who have never voted will directly be counted as if cast against the deal. The buyout group has said that if the votes are treated as against the buyout bid it would be unfair. Thus the buyout group seeks a change in rules – exclude those investors from the tally who abstain from voting.
According to sources familiar with the buyout, the votes are currently evenly split between yes and no but, chances are the Michael Dell may end up with more votes.