Carl Icahn suffered a major blow in his bid to block Michael Dell’s $25 billion buy-out offer.
Delaware Chancery Judge Leo Strine Jr. denied Icahn’s request to move up the Oct. 17 annual shareholder meeting, where Icahn hoped to oust the board and push a rival tender offer.
The ruling clears the way for shareholders to vote Sept. 12 on the buy-out offer from Michael Dell and private-equity firm Silver Lake without the threat of proxy fight from Icahn.
Icahn believes his plan had a better shot at succeeding if the votes were held simultaneously. He argued that it has been 13 months since the last annual meeting and the company should not be allowed to postpone it until October.
The Dell-led group wants to take the company private for $13.75 per share, plus a special 21-cent dividend.
Icahn wants Dell to launch a $14-a-share tender offer , allowing those who want to exit the investment to leave, while others to enjoy the upside of a Dell revival.
Strine also said had no issue with the company moving up its record date for shareholders that determines who is eligible to vote. Icahn had accused the company of trying to rig the vote in its favor.
Dell shares up 12 cents to $13.83 on the news.