Dell Signs Agreement To Cap Icahn's Share Ownership
itwbennett writes "As previously reported on Slashdot, activist investor Carl Icahn made a proposal to buy Dell for $15 per share. Now, as part of the review process of potential offers to take Dell private, the company's board of directors has approved an agreement with Icahn that would cap the amount of shares owned by the activist investor. Under the agreement, Icahn and affiliated entities 'have agreed not to make purchases that would cause them to own more than 10 percent of Dell's shares,' Dell said in a statement. Also as part of the agreement, Icahn has agreed not to enter into agreements with other shareholders to jointly own more than 15 percent of Dell's shares."
From the press release: "The Special Committee believes that granting the limited waiver to Mr. Icahn while capping his share ownership will maximize the chances of eliciting a superior proposal from Mr. Icahn while at the same time protecting shareholders against potential accumulation of an unduly influential voting interest." Looks like Michael Dell has some serious competition for Dell.
But how is this legal? Seems to me a truly public company wouldn't be able to limit the shares bought by any entity. I always assume public meant anyone could buy into the company...the more money you put in, the more of the company you own.
We know Icahn, he's not going to give up something for nothing. But what does he get from this waiver?
My hunch is that Icahn doesn't think enough of Dell's prospects, with or without Michael Dell as CEO, to buy the company; but he does want his greenmail.
The usual reason for a hostile takeover is that you think you can run the company better than the current owners/board or the assets would be more valuable in your hands.
Why would Icahn both pay more dollar$ and also not have control of the company? That would be the worst of both worlds.
I'm not a lawyer, but I play one on the Internet. Blog
If I own Dell stock and I claim that limiting Icahn's ownership undermines my share value (which it probably does), I could sue the company.
Or a group 15%?
If not, then this is fine.
If they can, then this is not good.
His proposal is that the $20 billion needed to borrow to buyback the shareholders all go to Mr. Icahn in a one lump sum payout (ok all the shareholders get it ... but added for dramatization) while Dell pays it back with interest over 20 years and possibly dying. Icahn sells it to someone else who gets screwed while he gets rich in the short term price bubble. Or Icahn keeps it and forces dell to sell all of its assets to raise the shareprice and then sells it when it has to repurchase all its assets again.
Icahn did that to Timewarner. The company had to sell everything and then repurcahse it again after the stock price surged and the others were left holding the bag.
This man is a menace!
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so register an account you spastic
what's the purpose of this comment? how does it contribute to the virtual discourse?
wait for other good answer
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It gives commercial posters like Microsoft the opportunity to piggy back off-topic comments here and block-post trivia to push real discussion down below where casual readers can see it. They use it sometimes if a discussion is becoming too revealing or unwanted.
I have an excel spreadsheet here that shows that this FP was an anomoly amongst first posts, which are usually insightful or informative 90% of the time.
Invaders must die
This is a troll that goes back to 2005, and adds indirectly to the sense of community and tradition on Slashdot. You know, "stickiness".
what's the purpose of this comment? how does it contribute to the virtual discourse?
what's the purpose of this comment? how does it contribute to the virtual discourse?
"You're right," Fisheye says. "I should have set it on 'whip' or 'chop.'"
Michael should just tell the board "take my offer or I'll pull it".
They can then watch themselves lose even more marketshare to HP and others...
Oh, so he's a grifter that hides behind the title "investor". We love those in America! He should go far.
The road to tyranny has always been paved with claims of necessity.
I honestly can't tell if this is anti-APK, imitative trolling or if he really does have multiple personality disorder. But either way, it's almost like it's reached a new level of...
This means that Dell i.e. Mickey Dell and/or Bill Gates separately or combined own more than 15% of Dell Shares.
Bottom line: Mickey Dell has the Dell Board eating from the fly slit of his shorts and they wont let go.