The new and improved offer to buy Dell Inc. is doubly sweet.
Michael Dell this morning raised his offer to buy Dell by 13 cents — to $13.88 a share — and in exchange won from the board a crucial change in how votes are tabulated.
The voting change will make it likely that he and partner Silver Lake will be able to gain shareholder approval of their now $24.9 billion bid to take the ailing PC maker private.
The sweetened offer comes days after Michael Dell made a last and final offer of $13.75 — 10 cents higher than his initial last and final offer.
Dell’s special committee, which six months ago had put in strong shareholder protections, basically said it changed its mind on the protections because of the looming Carl Icahn threat.
The vote on the Dell bid — originally re-scheduled for this morning at 10 a.m. — had been pushed baked to Sept. 12. In addition, the record date of shareholders eligible to vote has been pushed back to Aug. 13.
Alex Mandl, chairman of the Dell special committee, said, “The original voting standard was set at a time when the decision before the shareholders was between a going-private transaction and a continuation of the status quo. Since then, the nature of the choice facing shareholders has changed because of the emergence of an alternative proposal by certain stockholders.”
Icahn will almost certainly file for a preliminary injunction against changing the voting standard to require that the going-private transaction receive the approval of a majority of the votes cast.
Before, abstentions were counted as no votes.
As of the last time shareholders were set to vote, Michael Dell at $13.65 per share was set to win about 52 percent of the votes cast, but when the shares not voted were counted as no votes it would have failed.
The coming Delaware Chancery Court fight is risky.
Judge Leo Strine Jr., on June 27, when ruling that the shareholder vote should proceed over Icahn’s objections, cited shareholder protections.
Strine in his decision said, “I do not see any plausible, conceivable basis in which to conclude that it is a colorable possibility that you could deem the choices made by this board to be unreasonable with all the different safeguards.”
But now that the special committee is removing one of the two key safeguards — the other still in place is Michael Dell cannot vote his shares — Strine may change his tune.
jkosman@nypost.com