Dell (NASDAQ: DELL) has reached an agreement with activist investor Carl Icahn that caps his ownership interest in the computer maker at 10 percent and bars him from collaborating on deals with other investors who together own more than 15 percent of the company. In exchange, Icahn gained the ability to haggle with other Dell shareholders to craft a better offer for the company.
Last month, Icahn pieced together with his affiliates a $15 per share deal for Dell as an alternative to the $13.65 a share on the table from Silver Lake Partners and company founder Michael Dell. Icahn’s proposal, one of two to surface from Dell’s “go shop” solicitation of alternative bidders, would give him 24.1 percent of the company.
In a statement also posted in an SEC filing, Dell said that “Icahn and affiliated entities have agreed not to make purchases that would cause them to own more than 10% of Dell’s shares or enter into agreements with other shareholders who, together with the Icahn entities, would collectively own in excess of 15% of Dell’s shares. Dell has also granted the Icahn entities a limited waiver under Section 203 of the Delaware General Corporation Law which facilitates Mr. Icahn’s ability to engage with other Dell stockholders.”
In pointing out that he declined to accept a $25 million expense reimbursement offer from Dell associated with his bid for the company—calling it the price of a proxy fight—Icahn said the agreement to cap his equity position did not mean he was backing off.
“My affiliates and I expect to engage in meaningful discussions with other Dell shareholders, discussions that we believe will help to facilitate alternatives to the existing transaction with Michael Dell,” he said in a statement. “In addition, I want to make it very clear that I have retained the absolute right to conduct a proxy fight at Dell.”
The Dell special committee endorsed the Icahn deal, saying that it “will maximize the chances of eliciting a superior proposal from Mr. Icahn while at the same time protecting shareholders against potential accumulation of an unduly influential voting interest.”
The agreement is good until either Dell finalizes a deal with Silver Lake or another is consummated or, if neither event occurs, it expires on January 15, 2014.