Icahn Urges Dell Special Committee Not To Change Voting Method - Quick Facts

(RTTNews) - Carl C. Icahn and his affiliates and Southeastern Asset Management Inc. issued an open letter to the Special Committee of Dell Inc. (DELL), urging that the Special Committee not to ignore their contractual commitment and not change the Unaffiliated Stockholder Approval.

Icahn and Southeastern said they believe that the existing Unaffiliated Stockholder Approval was appropriately included in the original Merger Agreement, which was agreed to by Dell, Michael Dell and Silver Lakeas a non-waivable term of that agreement. The Special Committee should maintain the Unaffiliated Stockholder Approval standard it agreed it would not waive and should call an Annual Meeting for the election of directors.

Icahn and Southeastern also said that they continue to oppose the change of the standard for "Unaffiliated Stockholder Approval," which they view as one of the most important and maybe the only safeguard for stockholders included in the Merger Agreement.

On Wednesday, Michael Dell and private equity Silver Lake raised their offer to acquire Dell Inc. by ten cents to $13.75 per share in cash, but subject to a change in voting rules that will aid the buyout process.

The buyout group called for shares of unaffiliated stockholders that are not voted at the special meeting on the merger, to be ignored and not considered as being against the deal. That means only the majority of the outstanding shares held by the unaffiliated stockholders that are present and voting for or against deal are to be counted. The buyout group's new offer raises their $24.4 billion bid for Dell Inc. by $150 million.