Icahn Calls Off Dell Bid, Easing Sale to Founder CNBC

Icahn Calls Off Dell Bid, Easing Sale to Founder

More bark than bite

In a major victory for Michael Dell, so-called activist investor Carl Icahn has backed off from his attempts to wrestle control of Dell away from its founder. The news comes via an almost comical open letter to Dell that was published by the US Securities and Exchange Commission (SEC) on Monday. In it, Icahn compares Mr. Dell's privatization of Dell to "totalitarian dictatorships" such as Russia under Vladimir Putin.

"We have determined that it would be almost impossible to win the battle," Mr. Icahn wrote in his open letter. "We have therefore come to the conclusion that we will not pursue additional efforts to defeat the Michael Dell/Silver Lake proposal, although we still oppose it and will move to seek appraisal rights."

Related: "Michael Dell Steps Down as Dell CEO"

He added, "Over the last decade, mainly through 'activism,' we have enhanced stockholder value in many companies by billions of dollars. We did not accomplish this by waging battles that we thought we would lose ... We congratulate Michael Dell, and I intend to call him to wish him good luck (he may need it)."

Dell once led the PC industry amidst acclaim over its innovative manufacturing prowess. But the firm has fallen behind Lenovo and HP in recent years. Hoping to end the untiring scrutiny of investors and shareholders, Dell founder Michael Dell launched a plan to take the company private and better position it for the future. Working with Silver Lake, Microsoft, and other investors, he offered a $24.4 billion buyout package to shareholders, a value of about $13.65 per share. If accepted, it will be the biggest technology buyout ever.

The meddlesome Icahn quickly purchased Dell stock to try and scuttle the deal, arguing that the price was too low, given Dell's $40 ten-year share price high, from 2005. Dell and his group raised their offer slightly, to $13.75 per share. Icahn pointed to this increase as a small measure of success for his own efforts.

"As a result of this increase all stockholders are to receive many hundreds of millions of dollars more than the board originally accepted," he wrote. "We will never know how much more stockholders might have received if the board had allowed the annual meeting to proceed at the same time as the rescheduled special meeting which we believe would have put pressure on Michael Dell/Silver Lake to increase their bid ... boards should not be able to treat elections as totalitarian dictatorships do; where if they lose, they simply ignore the results."

Mr. Icahn is a lot of things, but give him some credit for not being able to shut up.

"I can certainly understand Michael Dell wanting to buy this company at a bargain price, but what I can't understand is the action of the board, refusing to make this a bidding contest to benefit shareholders," he told the Wall Street Journal. "[But] no one will deny that shareholders would have gotten a lot less if I hadn't shown up and done what the board should have been doing."

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