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Silver Lake Pulls Icahn-Like Move In New Dell Buyout Offer

Updated from 2:51 p.m. ET with extension of Silver Lake deadline.

NEW YORK ( TheStreet) -- Private equity giant Silver Lake Partners and Michael Dell are raising their $24.4 billion offer for Dell (DELL) by 10 cents, as the buyout consortium fights activist hedge fund investor Carl Icahn for control of the PC-maker.

The increased price may help Michael Dell and Silver Lake win control of the company, after they were unable to garner majority support for their takeover at Dell's July 18 shareholder meeting.

Still, the new bid may amount to a nickel-and-dime attempt at changing the goalposts late in what would be one of the largest private equity buyouts in history. The revised offer of $13.75 a share increases Dell's buyout price by approximately 0.7% or $150 million.

Silver Lake and Michael Dell are asking that along with the increased offer, a special committee conducting Dell's sale agree to revise the merger agreement so absentee votes at the shareholder meeting aren't counted against the takeover consortium. It is reported that about 20% of Dell's shareholders were absent the July 18 vote, creating a roadblock for the private equity buyers.

A source familiar with the situation said on Wednesday Silver Lake's increase isn't likely to turn many "no" votes to the takeover into "yes" votes. Meanwhile, changing the treatment of absentee shareholders could undermine the fairness of Dell's buyout process, which has received strong support from a key Delaware court.

"The integrity of the process is one of the best things the deal has going for it," the source said.

Dell's special committee said Wednesday they will need to review the terms of Silver Lake's proposed price increase before making a recommendation to shareholders.

For now, the special committee did say they would adjourn Dell's shareholder vote until 10 a.m. EST on August 2nd. Late on Wednesday, Silver Lake said it would extend a deadline for its revised offer from 6 p.m. until an hour before the Aug. 2 vote.

A lot could happen in the week-long delay, however, there are also signs of a standoff between Silver Lake, Dell's special committee, shareholders and Carl Icahn.

"This is our best and final proposal," Silver Lake and Michael Dell said in a letter to Dell that was disclosed on Wednesday morning.

"We are not willing to discuss any further increase in the merger consideration nor are we willing to increase the merger consideration to $13.75 per share without the change to the Unaffiliated Stockholder Approval requirement," the letter added.

It is unclear whether the consortium would budge from their new offer if it doesn't get the backing of Dell's special committee.

Bloomberg reported Wednesday the special committee would be convinced to amend the merger agreement with a $14 a share takeover bid, according to unnamed sources.

If Dell's special committee accepts a changed merger agreement that excludes absentee votes, it could erode support from a Delaware court on the fairness of the buyout process, Brian Quinn, an associate professor at Boston College Law School, said in a Wednesday interview.

Quinn said the special committee, so far, has driven a model buyout process. However, he added that a changed merger agreement would reflect just how desperate Dell's board is to get a deal done.

"They have looked at the future and have decided that the future without a deal is bleak," Quinn said.

Carl Icahn took to Twitter on Wednesday to continue to pin Dell's PC-market plight on the company's board, chaired by founder Michael Dell.

"All would be swell at Dell if Michael and the board bid farewell," Icahn said on Twitter.

For some, Silver Lake and Michael Dell's 10-cent increase may be too small given what the buyout consortium is asking Dell's special committee to concede.

"They are offering so little for so much," Sachin Shah, a merger arbitrage strategist at Albert Fried, said of the increased bid in a telephone interview. "I think they need to do more to get the special committee to play ball given what is at stake."

Shah approximates that if the special committee agrees to stop counting absentee votes against Silver Lake's offer, over 30% of Dell's shareholders could go unheard in Dell's takeover process. Michael Dell, the company's largest shareholder, is unable to vote his shares.

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 needs to appeal to smaller institutional holders and other investors who did not participate in voting ahead of Dell's shareholder meeting.

The delay of Dell's shareholder vote is likely to frustrate Carl Icahn and Southeastern Asset Management, who both said Tuesday that further adjournment to the shareholder meeting would represent a "banana republic" voting process.

"We think that - after six months- the time for soliciting is over. It's time to vote. Do not move election day again. This is not a banana republic," the investors said.

Dell's special committee, however, continues to characterize Icahn's competing $14 a share self-tender as speculative and his communication to shareholders as "misleading."
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