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Dell Billionaire Battle in Hands of 99% Investors

NEW YORK (TheStreet) -- Dell's (DELL) $24.4 billion buyout may wind up being one of Wall Street's storied takeover battles, as founder Michael Dell and activist hedge fund investor Carl Icahn fight for control of the PC-maker. The deal, however, is likely to now hinge on a smattering of still-undecided retail shareholders, who are removed from the billionaire Wall Street circles that are driving the hotly contested buyout.

After a near six-month takeover drama, investors will have to wait until July 24 to see if Michael Dell and private equity firm Silver Lake Partners will relent on their $13.65 a share takeover offer or if Carl Icahn's competing $14 a share self-tender will gain the support of shareholders.

On Thursday, Dell adjourned an 8 a.m. CT shareholder meeting on the Silver Lake offer at the company's headquarters in Texas, apparently lacking majority investor support for the private equity takeover.

In coming days, Silver Lake, Michael Dell and a special committee appointed by Dell's board of directors will now need to appeal for supporting votes from un-decided shareholders. Given votes already cast by institutional holders such as BlackRock, Vanguard and State Street in favor of the deal, and opposition from T. Rowe Price, Icahn Associates, Southeastern Asset Management, Yacktman Asset Management and Pzena Investments, most of Dell's largest shareholders are spoken for.

To bridge a deficit of support, Dell's takeover consortium now needs to appeal to ordinary retail investors who did not participate in voting ahead of Dell's shareholder meeting.

"It seems like it is the mom and pop, retail and small institutional investors," that have not voted their shares, Sachin Shah, a merger arbitrage strategist at Albert Fried said in a Friday telephone interview.

Media reports indicate Dell's buyout consortium is about 100 million votes short of gaining the majority support they need to win control of the PC maker. Absentee votes effectively count against Dell's takeover consortium, since they need majority support from the roughly 86% of the company's independent shareholders to complete the $24.4 billion deal.

Shah notes that appeals to small shareholders ahead of the July 24 meeting are unlikely to be successful. While the Silver Lake consortium remains hesitant to increase their bid, according to a Bloomberg report, a special dividend may turn absentee votes to "yes" votes, Shah said in a Friday client note.

At the very lease, Michael Dell and Silver Lake will now need to publicly say whether $13.65 a share is their final offer. An increasing bid could cost the consortium billions of dollars.

Icahn and Southeastern Asset Management said Thursday the adjournment was an indication of widespread unhappiness among Dell investors of the buyout. "This is not a time for delay but time to move Dell forward," Icahn and Southeastern said in an e-mailed statement.

Dell's special committee, however, continues to characterize Icahn's competing proposal as speculative and his communication to shareholders as "misleading."

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