The Deal: Dell LBO Team and Icahn Ready Their Ground Game
NEW YORK (The Deal) -- The defining image of National League Football is that of bloodied linemen slugging it out in the muddy gridiron trenches in a game of inches.
So it's apt that Michael Dell and Carl Icahn will go head to head to settle the score on what will likely be the biggest and most hotly contested LBO of the year: the fight over Round Rock, Texas-based personal computer maker Dell (DELL).
From the looks of it, fans will be watching a Bill Parcells-style, smash-mouth ground-and-pound game through August, one that will spill over into more court proceedings -- as well as the NFL season. But make no mistake: Icahn is petitioning the referees as aggressively as he can, on each and every down. Sources say it is likely he will try, once again, to throw a proverbial challenge flag and send the refs back to the replay booth.
On Aug. 2, after many accusations from the corporate raider, Dell's special committee announced the new deal terms: $13.75 per share, a price that includes up to two dividends, and pushes the overall deal value close to $25 billion. The committee also set Sept. 12 for the deal vote and Oct. 17 for the annual meeting. And it was off to the legal races again. (Icahn already had one suit going that was obviated by the Aug. 2 announcement.)On August 4, Icahn filed a lawsuit to reset the record date Dell's special committee had agreed to anew, as part of Silver Lake and its founder's increased bid. Icahn is also going to be back in court in Delaware on Monday, Aug. 12, and sources say he is expected to ask the court to order Dell to hold its annual meeting pronto in a bid to get his director slate before shareholders as close as possible to the time they are voting on the takeover. That's because Delaware law requires that the next annual meeting be held within 13 months of the company's last one and Dell's most recent was July 13, 2012. If and when Icahn goes the route of trying to move up the annual shareholder meeting, there are a handful of potential outcomes that could emerge -- in part due to the two key dates the Dell special committee has marked.
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