Dell committee says Icahn's new proposal is not 'actionable'

The special committee of the board will continue to support founder Michael Dell's proposal to take the company private

By , IDG News Service |  Hardware

A Dell special committee has rejected a new proposal from a key shareholder Carl C. Icahn, and said it will continue to support the proposal by founder Michael Dell and private-equity firm Silver Lake Partners to take the company private.

Icahn's proposal in its present state is not a transaction that the committee could endorse and execute as "there is neither financing, nor any commitment from any party to participate, nor any remedy for the company and its shareholders if the transaction is not consummated," the special committee of the board said in a statement Tuesday. The committee was set up in August 2012 after the plans for taking the company private were revealed.

The proposal from Icahn does not adequately address the liquidity issues and other risks that were previously highlighted by the committee, it said.

Michael Dell and Silver Lake Partners made an offer for Dell in February that aims to take the computers and services company private in a US$24.4 billion deal. The proposal offers to pay $13.65 per share in cash.

In his latest plan, Icahn on Tuesday proposed that Dell commence a tender offer for around 1.1 billion shares at $14 per share for a maximum of $16 billion, stating that his proposal allows those who believe that the offer from Michael Dell and Silver Lake undervalues Dell can continue to hold shares in the company. Icahn and allied investor Southeastern Asset Management will not participate in the tender, according to an open letter from Icahn to Dell shareholders.

Funding for the offer would come from $5.2 billion of debt financing, $7.5 billion from cash with Dell, and $2.9 billion through a sale of Dell's receivables, that would still leave about $4.9 billion of cash for Dell's ongoing operations, Icahn wrote. Dell's board has raised concerns about Icahn's ability to raise $5.2 billion in debt financing.

Icahn's plan would likely force shareholders to continue to own shares in the highly leveraged company that would result, the committee said.

The investor said he acquired 72 million Dell shares from Southeastern. Icahn and Southeastern hold about 13 percent of the equity of the company.

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