Carl Icahn Blasts 'Scare Tactics' From Dell in $21.7 Billion Tracker Stock Deal

Billionaire investor Carl Icahn said Monday that he oppose buyback of stock that tracks Dell Technologies' VMware Inc. (VMW) subsidiary and said his investment vehicle has built an 8.3% stake in the group controlled by founder and CEO Michael Dell.

In an open letter to shareholders, Icahn said VMware's business should grow and become more profitable over the medium term, while Dell Technologies Inc.'s  (DVMT) 'very cyclical business" would stagnate or decline. Given that, he said, investors should consider a separate, partial bid to rival Dell's approach in order to provide VMware with liquidity but without forcing a merger with Dell.

"The Dell Tracker currently sells for approximately $92 per share but is worth on a pure mathematical basis approximately $144 per share," the letter stated. "For the better part of the past year, Dell and Silver Lake worked to destroy the value of the Tracker by (1) raising the possibility of a Dell IPO, (2) floating the idea of a merger with VMware and (3) threatening a forced conversion of the Tracker into Dell common stock, among other tactics."

"These scare tactics are reminiscent of the tactics Machiavelli advised the Borgia rulers to use centuries ago," the Icahn letter added.

Dell created the tracking stock to help finance its $67 billion September 2016 purchase of VMware's parent, EMC Corp, the largest tech deal in history. Each share of the tracker equals 1.01 shares of VMware.

Dell Technologies shares were marked 1% higher in pre-market trading Monday, after closing at $94.50 each in New York Friday, indicating an opening bell price of $95.50 each while VMware shares ended 4.42% higher at $147.74 each. 

Dell said in July that investors can swap the VMware Class V tracking shares for either 1.3665 in Dell common share or $109 in cash each, with a ceiling of $9 billion for the total transaction. The price gives investors a 29% premium to Dell's closing price of $84.58 on July 2. The cash portion of the payout will be financed by a special $11 billion dividend, paid by VMWare on a pro-rata basis.

"I am proud to lead this great company into its next chapter as we continue to evolve and grow to the benefit of our customers, partners, investors and team members," said CEO Dell. "Unprecedented data growth is fueling the digital era of IT, and we are uniquely positioned with our portfolio of technologies and services to enable the digital, IT, security and workforce transformations of our customers."

"Most importantly, I remain deeply committed to this company and working with our world-class team to build the long-term value of Dell Technologies and its businesses," said Dell, who owns 72% of the parent company.

Round Rock, Texas-based Dell shares rose 9.9% to $92.92, while VMware rose 7% to $157.20.

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