Icahn said in a letter to Dell's board of directors that he will propose a debt-financed $9 a share dividend over the company's proposed $24.4 billion takeover from founder Michael Dell and private equity giant Silver Lake Partners.
In a Securities and Exchange Commission filing on Thursday Dell said it had received Icahn's proposal but is recommending the go-private transaction it agreed to on Feb. 5.
"The Special Committee is currently conducting a robust 'go-shop' process to determine if there are third parties interested in proposing alternative transactions that could be superior for Dell's public shareholders to the going-private transaction -- and we welcome Carl Icahn and all other interested parties to participate in that process," Dell said in a Thursday statement.In his letter, Icahn indicated he's ready to start a proxy battle between Dell and many of its shareholders, who increasingly are in opposition to the $13.65 a share takeover offer. Icahn said his holding company, Icahn Enterprises, is willing to commit $2 billion to a bridge loan to finance the $9 a share special dividend he's recommending for Dell. The billionaire activist said he's willing to committ a further $3.25 billion in financing for the dividend. "Rather than engage in the Going Private Transaction, we propose that Dell announce that in the event that the Going Private Transaction is voted down by shareholders, Dell will immediately declare and pay a special dividend of $9 per share," wrote Icahn, in his letter. The dividend would be Dell's cash on hand, new financing arrangements or the use of accounts receivable from the company's financing arm. Were Dell to block shareholders from voting on his proposal, "we anticipate years of litigation will follow challenging the transaction and the actions of those directors that participated in it,": added Icahn in his letter. CNBC's David Faber reported on Wednesday that Icahn has taken a 100 million share stake in Dell, worth roughly $1.4 billion at current market prices, in a holding that amounts to about 6% of the company's outstanding shares. In taking the position, Icahn is joining a growing chorus of investors who may not vote for the deal in its current form. Southeastern Asset Management, Dell's top independent shareholder with a near 8.5% stake, said in February it would oppose the deal, citing a low-priced bid that it says undervalues the company by roughly $10 a share. The investment manager favors a debt financed dividend similar to the transaction Icahn is proposing. Amid unrest by other investors, T. Rowe Price, Dell's third-largest shareholder, also says it will oppose the deal. "We believe the proposed buyout does not reflect the value of Dell and we do not intend to support the offer as put forward," Brian Rogers, T. Rowe Price Chairman and CIO, said in an emailed statement on Feb. 12. Given Michael Dell's near 20% stake in Dell and his inability to vote on the proposed $13.65 a share transaction, Icahn's potential opposition to the deal raises the risk that shareholders vote against the take-private transaction.