Dell special committee says Icahn bid lacks credibility

In a presentation filed with the SEC, Dell's special committee says Carl Icahn hasn't provided any information it requested.

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Shara Tibken
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Dell headquarters in Round Rock, Texas. Dell
Activist investor Carl Icahn's bid for Dell lacks credibility, the computer maker's board said in a regulatory filing Monday.

The comments echo remarks made last week by the group managing Dell's efforts to go private. At that time, the board rejected the latest takeover proposal put forth by Icahn as lacking key details necessary for its approval.

In a Securities and Exchange Commission filing on Monday, the board said that Icahn "has failed to provide any of the key provisions and mechanics" of letters he sent on May 9 or June 18, as requested by the special committee. Icahn has also been "inconsistent" about the cash offering per share and hasn't secured committed financing for any of his proposals despite "extensive due diligence over many months." The group also highlighted other problems it has with the proposal, similar to those objections voiced previously.

"The special committee stands ready to negotiate any proposal that is actionable and potentially superior, but Icahn and Southeastern positions have been inconsistent and their alternative concepts incomplete," said Monday's

Last week, Icahn proposed in a letter to shareholders that Dell buy back 1.1 billion shares at $14 per share as an alternative to the plan to take the company private proposed by company founder Michael Dell and Silver Lake Partners. Icahn also announced that he had purchased 72 million Dell shares from proxy fight partner Southeastern Asset Management, making him the second largest shareholder in Dell.

Since Dell's founder proposed taking the company private in February via a $24.4 billion buyout, other investors have argued the deal undervalues the company. Icahn, who opposes the company's plan to go private, entered into a confidentiality agreement with Dell in March that gives him the ability to get a closer look at Dell's financial records and deal directly with the company's board.