NEW YORK ( TheStreet) -- A Dell ( DELL) special committee tasked with maintaining fairness in the process of the struggling PC-maker's takeover has refused to alter the shareholder voting process to decide on the leveraged buyout offer from Silver Lake Partners and Michael Dell.

Dell's special committee said Wednesday they would not amend the company's merger agreement with Silver Lake and Michael Dell in return for a 10-cent increase to the takeover consortium's initial offer of $13.65 a share, or $24.4 billion.

The consortium was asking that along with the increased offer, Dell's special committee agree to revise a February 5 merger agreement so absentee votes at the shareholder meeting aren't counted against the takeover consortium.

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 twice-adjourned shareholder meeting.

The decision may force Silver Lake and Michael Dell to have to return to the bargaining table with a new offer, given a competing self-tender proposal floated to Dell shareholders by billionaire activist investor Carl Icahn.

Still, Dell's special committee did say they are willing to change the record date for the voting process if Silver Lake and Michael Dell offer a $13.75 without asking for a change to the merger agreement.

"The Committee is not prepared to accept your proposal. We are, however, willing to establish a new record date for a vote on a $13.75 per share transaction under the existing voting standard," Dell's special committee said in a letter addressed to Silver Lake and Michael Dell.

It is reported that about 20% of Dell's shareholders were absent the July 18 vote, creating a roadblock for the private equity buyers. Meanwhile, Silver Lake's revised offer of $13.75 a share only increases Dell's buyout price by approximately 0.7%.

A source familiar with the situation said last week Silver Lake's increase was unlikely 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.

For now, the special committee will adjourn Dell's shareholder vote until 10 a.m. EST on August 2nd.

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.

Dell shares were down over 1% in early trading to $12.67, the lowest level since Silver Lake and Michael Dell's takeover was announced.

In a recent Wall Street Journal interview, Michael Dell said that counting absentee votes against the buyout consortium made the company's takeover too hard to execute. In a late July filing with the Securities and Exchange Commission, Michael Dell also said he is comfortable with the firm's buyout process.

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.

Carl Icahn played a strong hand leading up to the vote but the meeting's continued adjournment likely plays into the hands of the Silver Lake consortium.

Icahn may have helped to drive a significant amount of crucial abstaining shareholders by holding out the prospect of an appraisal on the Silver Lake offer in a Delaware court. Meanwhile, the activist's last minute sweeteners to a $14 a share self-tender for about 72% of Dell's shares may have won support from some institutional investors.

Earlier in July, Icahn said he would add a warrant to his tender offer for the majority shares. The warrant, which Icahn says is worth up to $4 a share to current investors, will give Dell shareholders the right to buy one Dell share within the next seven years for, for every four shares they tender to his offer.

Since Michael Dell and Silver Lake unveiled their takeover proposal on Feb. 5, most news broke in the favor of the buyout consortium.

Dell and the special committee continue to see weakness in the financial strength and value of Icahn's offer.

It remains to be seen, however, whether a final tally of undecided voters will break in Michael Dell and Silver Lake's favor or if the private equity buyers come back to the table with a new offer for shareholders to consider.

-- Written by Antoine Gara in New York

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