Dell’s board and founder Michael Dell disagree on what it will take for his buyout offer to win shareholder approval, leading to tense discussions just hours before a vote set for today, The Post has learned.
Dell’s special committee, which is backing the controversial deal, believes changing the shareholder date from Friday to early September, as it has offered, will be enough to carry the vote, a source close to the process said.
The record date change would allow traders who piled into the stock after the takeover battle was underway to vote on the buyout proposal.
However, Michael Dell and his private-equity partner in the deal, Silver Lake, argue that the voting record change won’t be enough to alter the outcome, according to sources.
The buyout group believes the company needs to go a step further and change the voting standards.
According to CNBC, the founder has asked the board by how much he needs to boost his offer to get non-voting shares that are currently counted as “no” votes to be excluded from the tally.
Michael Dell has already offered to bump his offer to $24.6 billion, or $13.75 a share, up from the original $24.4 billion, or $13.65 a share.
Unless the two come to terms, shareholders are expected to reject Dell’s $13.65-a-share deal at a vote scheduled for 10 a.m. today.
Dell has already postponed the shareholder vote twice, believing the takeover bid will not receive the votes to win.
Meanwhile, Carl Icahn is leaving nothing to chance.
The corporate cage rattler sued Dell and its board yesterday in his latest bid to derail a buyout bid by CEO Michael Dell.
Icahn has asked a Delaware court to bar Dell from changing the record date that determines who can cast their ballots. He also wants to stop the company from changing the voting requirements.
If he raises his offer, Michael Dell may persuade the board to make the voting change, but will not do much in helping the legal challenge sure to emerge if the board indeed changes the voting rules, said Boston College law professor Brian Quinn.