The billionaire Carl C. Icahn said Thursday that he had sued Dell Inc., seeking to prevent the company and its board from altering terms of a scheduled vote on a proposed $24.4 billion takeover bid by the computer maker’s founder.
The lawsuit was filed on the eve of a shareholder vote on the original bid by Michael S. Dell and the investment firm Silver Lake of $13.65 a share, which has already been twice rescheduled. People close to both the buyers and a special committee of Dell’s board said they expected that deal to fail, absent a huge shift in votes.
In a news release, Mr. Icahn said that his lawsuit, filed in Delaware’s court of chancery, is aimed at preventing Dell from rescheduling a vote on the deal â€" currently set for this Friday â€" and from moving the record date for the election, the day by which shareholders must have owned shares to be eligible to vote.
The record date is currently June 3. But a special committee of Dell’s board offered on Wednesday to accept a revised $13.75-a-share takeover bid by Mr. Dell and Silver Lake in exchange for moving the meeting to sometime in mid-September and the record date to sometime around Aug. 10.
Moving the record date would allow more investors who bought Dell stock in recent months, especially arbitrageurs with a vested interest in helping the deal succeed, vote in the election.
If the chancery court won’t block Dell’s board from doing that, Mr. Icahn said he would then seek to have the rescheduled shareholder vote held at the same time as an annual investor meeting. Mr. Icahn is seeking to oust the company’s existing 11-member board and replace it with a slate picked by him and an ally, Southeastern Asset Management.
Mr. Icahn is also seeking to prevent the Dell board from altering the voting standards of the shareholder election. Currently, absentee votes count as no votes. Mr. Dell and Silver Lake offered the revised bid of $13.75 in exchange for a change that would discard that requirement, making the requirement for victory just the winning of a majority of eligible votes cast.
According to a recent tally, about 579 million votes have already been cast in favor of Mr. Dell’s original bid of $13.65 a share, versus 563 million against.
A spokesman for Dell said in a statement: “The Dell board of directors has at all times sought to maximize value for, and acted in accordance with its fiduciary duties to, Dell stockholders and will continue to do so. Beyond that, we have no further comment on pending litigation.â€
