A special committee of the Dell Inc. board said on Wednesday that it would be willing to accept the latest takeover bid by its founder, worth $13.75 a share, if he dropped his demand for a change to the voting rules for his leveraged buyout.
In exchange for dropping the voting rule demand, the Dell directors would move a shareholder vote from Friday to sometime in mid-September. That would also move the record date - the date by which shareholders must have held shares to be considered eligible - to around Aug. 10 from June 3, possibly allowing more investors favorably disposed to the deal to vote and change the tide.
But if Michael S. Dell and his partner, the investment firm Silver Lake, refuse to drop their demand, then a vote on the current bid of $13.65 a share will proceed as scheduled on Friday. That offer would probably fail, given firm opposition from a number of shareholders like the billionaire Carl C. Icahn and a large block of shares that have not been voted - which under the current rules count as no votes.
A person close to Mr. Dell and Silver Lake argued that they were unwilling to budge and now expected that, absent a change to the voting rules, the multibillion-dollar deal would fail. Even changing the record date would not change the mathematics enough to help the proposed takeover succeed, this person said.
Last week, Mr. Dell and Silver Lake proposed raising their proposal - in what they called their best and final offer - by 10 cents, to $13.75 a share, in exchange for the committee declaring that absentee votes would no longer count as no votes. They have argued that the current standard is unfair, since it is hard to determine the intent of absentee votes. They are also motivated by promising signs that they would win if the rule were changed: according to recent tallies of the vote, about 579 million have been cast in favor of the deal, while 563 million have been voted against, people briefed on the matter have said.
The Dell special committee, however, indicated that it would not be willing to change the voting rules for anything less than $14 a share, a person briefed on its deliberations said.
