Dell Inc. (NASDAQ: DELL) today announced
that its Board of Directors, based on the recommendation of the Board's Special
Committee, has approved an agreement with Carl Icahn, under which Mr. 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.
Icahn Enterprises had notified Dell on March 14, 2013 of its filing for early termination of the waiting period under the HSR Act with the United States Department of Justice and the Federal Trade Commission for permission to acquire up to 25% of Dell's outstanding shares. The Icahn request received HSR approval on April 10, 2013.
As previously disclosed, Mr. Icahn submitted a non-binding alternative acquisition proposal during the "go-shop" process established under the terms of the merger agreement with Michael Dell and investment funds affiliated with Silver Lake Partners and the Special Committee determined that Mr. Icahn's proposal could reasonably be expected to result in a superior proposal, as defined under the terms of the merger agreement. 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.
The agreement with Mr. Icahn will expire upon the earliest of consummation of the Michael Dell/Silver Lake Partners transaction, consummation of a superior alternative transaction, or January 15, 2014.
Source: The Special Committee of the Board of Dell Inc.
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