Dell Inc.'s (DELL) special committee sent another letter to
activist investor Carl Icahn and Southeastern Asset Management Inc.
seeking more information about their takeover proposal, reiterating
that the committee can't engage in talks until determining the
proposal to be credible.
In a letter last week, the committee said it wasn't clear
whether the offer is an "actual acquisition proposal" or an
alternative that should be considered if Dell's pending $24.4
billion sale to Silver Lake Partners and founder Michael Dell isn't
approved.
On Monday, the committee again said that unless the board
determines the alternate proposal could reasonably be expected to
result in a "superior proposal" to its existing deal, it isn't
permitted to provide information or engage in talks.
Mr. Icahn wasn't immediately available for comment.
Mr. Icahn and Southeastern proposed the alternate offer earlier
this month, saying they propose giving Dell shareholders the option
to keep holding stock in the company, and take an additional $12 a
share in cash or stock. The cash-or-stock dividend would cost more
than $21 billion.
If the board doesn't back their offer, Mr. Icahn and
Southeastern said they would nominate new directors to replace
Dell's current board, raising the prospect of a proxy fight.
The proposal is part of the duo's campaign to upend a buyout
effort from Mr. Dell and private-equity firm Silver Lake. Mr. Dell
and Silver Lake struck an agreement in February to buy out
shareholders at $13.65 a share. Mr. Icahn, Southeastern and several
other large Dell shareholders have said the company is selling out
too cheaply.
Last week Dell's special committee asked for a long list of
items from the pair, including a draft of a definitive agreement.
The committee also asked for information about how the deal would
be financed, arrangements to provide working capital or other
liquidity following the closing, and who the senior management team
would be. Mr. Icahn also has said Mr. Dell is no longer the right
person to lead the company.
Also last week, Dell reported its fiscal first-quarter earnings
dropped 79%, missing Wall Street expectations, as the computer
maker reported weaker revenue in its computing segment. The quarter
marked Dell's sixth straight period of year-over-year profit
declines amid an industry-wide slump in PC sales as tablets and
smartphones become more popular devices.
Shares were inactive premarket and closed Friday at $13.40. The
stock is up 32% so far this year.
Write to Lauren Pollock at lauren.pollock@dowjones.com
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