Carl Icahn sues Dell to force Friday vote on buyout bid

Activist investor wants to prevent Michael Dell and his partners from rescheduling the shareholder vote and changing the voting rules.

Dell headquarters in Round Rock, Texas. Dell

Activist investor Carl Icahn filed a lawsuit Thursday against Dell and its board in his latest effort to prevent company founder Michael Dell from taking the company private.

The lawsuit, filed in the Court of Chancery of the State of Delaware, seeks to prevent the computer maker from rescheduling a meeting set for Friday at which shareholders are expected to vote on a proposal by Michael Dell and partner, investment company Silver Lake, to buy out the company and take it private. The vote, which is set for 7 a.m. PT, has been delayed twice.

The lawsuit also seeks to prevent the company from changing the record date by which shares must have been purchased to be eligible to vote, according to a regulatory filing today. Icahn seeks an order blocking Michael Dell and his partners from voting any Dell shares acquired since February 5, when the company co-founder and his partners announced their buyout proposal.

CNET has contacted Dell for comment and will update this report when we learn more.

Dell and Silver Lake previously offered to buy the remaining shares in the company that they don't own for $13.65 but upped their offer to $13.75 per share last week just before a scheduled vote. However, Dell's Special Committee of the Board of Directors, which is tasked with evaluating all buyout offers, said in a letter sent to Michael Dell earlier this week that it's " not prepared to accept " the revised offer.

But Michael Dell wants approval of the deal to hinge on a simple majority, calling "unfair" the board's allowance of a provision that says unvoted shares count as votes against the merger.

Icahn opposes Michael Dell's buyout bid, arguing that his privatization plan undervalues the company. Icahn, who owns 8.7 percent of Dell stock, proposed last month that Dell buy back 1.1 billion shares at $14 per share .

Shareholders were supposed to vote earlier this month on whether to approve Michael Dell's offer, but that vote was postponed, and speculation surrounding it suggested that Michael Dell and his supporters weren't quite sure they had enough votes to gain approval.

 

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