Carl Icahn is unlikely to follow through on a preliminary offer he made last month to take control of Dell Inc. (DELL), and will instead consider a potential hostile bid, a person familiar with the investor's thinking said Friday.

Mr. Icahn had been working on an offer in which he would buy up to 58% of Dell, leaving the rest in the hands up public shareholders. Now, Mr. Icahn will likely wait for the outcome of a shareholder vote on the $24.4 billion leveraged buyout Dell inked in February with founder Michael Dell and Silver Lake Partners. If shareholders shoot that deal down, he may pursue a hostile bid for the company, said the person familiar with his thinking.

If shareholders approve the Silver Lake deal, that would leave Mr. Icahn--with a 4.6% stake in the company as of Monday--out of the bidding.

A special committee of Dell directors said last month it would consider Mr. Icahn's bid if he presented a firm offer, and that Mr. Icahn's proposed offer could be superior to the $24.4 billion leveraged buyout by Silver Lake and Mr. Dell.

On Thursday, the other potential counter bidder for Dell, private-equity firm Blackstone Group LP (BX), dropped its pursuit of Dell, citing weak PC sales and the company's "eroding financial profile."

Dell agreed to pay Blackstone up to $25 million in costs to study a bid for the company. Mr. Icahn declined the same offer to keep open the option of an unsolicited approach.

Write to Sharon Terlep at sharon.terlep@wsj.com

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