Michael Dell: Taking Dell private is 'the right thing to do'
Michael Dell accuses activist shareholder Carl Icahn of 'opportunism'
Dell CEO Michael Dell has said that his slightly improved offer for the company he founded in 1984 is his "best and final offer".
In an interview with Bloomberg, he claimed that taking the company private - with the backing of private equity firm Silver Lake Management - was "the right thing to do".
He continued: "Others have suggested steps such as leveraged recapitalisations and sales of assets or businesses that I believe would be destructive to the company and that I will oppose."
And Dell accused activist shareholder Carl Icahn, who has opposed the bid and made his own counter-offer, of opportunism.
"I believe that Carl Icahn, who was not a shareholder at any time before we announced the deal, simply saw an opportunity based on the voting standard in our contract to buy into the company and organise a blocking position with a minority of the company's shares," said Dell.
He continued: "The tone and tenor of Mr Icahn's tweets and other statements speak for themselves and I have no desire to respond in kind. As I have said before, I think the steps Mr Icahn has suggested would be destructive to the company and I will not support them.
"I do not view this as a game, so I do not think in terms of how I have 'played my hand' or how anyone else has played theirs. The real problem, as events have unfolded, is that the voting standard in our contract gave Mr Icahn, who had never been a Dell shareholder before we announced our deal, the opportunity to come in and organise a blocking group representing a minority of the company's shares.
"That's the problem we're trying to address by asking for the voting standard to be reset so that the will of the majority of the unaffiliated shares voting on the transaction can be honoured."
Because of the opposition of Icahn and long-standing shareholders, such as Southeastern, and the mandatory counting of non-voting shareholders as against the deal under Dell's articles of association, it will only require about 23 per cent of the outstanding shares in circulation to block the deal.
At the beginning of the process, too, Michael Dell also agreed that his own shares should not be included in the vote.
As a result, there is a high chance that Dell's deal for Dell will not be approved. "That's the part of this that I find disappointing, and that's why we've requested that the standard be changed to allow the will of the majority of the unaffiliated shares voting on the transaction to control the outcome."