Icahn Calls Off Fight Over Dell’s Sale

After months of fighting and a seemingly inexhaustible stream of sharp-tongued letters, Carl C. Icahn is ending his battle against Dell’s proposed sale to its founder.

In a letter to shareholders on Monday, the billionaire wrote that he could not overcome a series of defeats, including changes to the voting rules that made it easier for Michael S. Dell and the investment firm Silver Lake to prevail in a shareholder vote scheduled for Thursday.

The final blow came last month, when the chancellor of Delaware’s Court of Chancery, Leo E. Strine Jr., ruled that the changes â€" including lowering the percentage of yes votes needed to pass the deal â€" were consistent with the state’s corporate laws.

That doesn’t mean that Mr. Icahn is happy. The investor wrote that he still planned to vote against the deal and seek an appraisal of his holdings by a Delaware court. And he defended his actions, which led to a small bump in Mr. Dell’s price.

“I realize that some stockholders will be disappointed that we do not fight on,” he wrote. “However, over the last decade, mainly through ‘activism’ we have enhanced stockholder value in many companies by billions of dollars.”

Sparing little opportunity to continue needling at his opponents, Mr. Icahn including the following in his letter:

• An allusion to a Barron’s article likening Dell’s postponing of an earlier shareholder vote to a move by President Vladimir V. Putin of Russia.
• The following joke: “‘What’s the difference between Dell and a dictatorship?’ The answer: Most functioning dictatorships only need to postpone the vote once to win.” (Dell postponed a vote on the deal multiple times.)
• The line, “The Dell board, like so many boards in this country, reminds me of Clark Gable’s last words in ‘Gone with the Wind,’ they simply ‘don’t give a damn.’”

But he also congratulated Mr. Dell on his victory, adding, “I intend to call him to wish him good luck (he may need it).”

Mr. Icahn appears to have already moved on to other targets, including Apple. The investor has already garnered attention for several Twitter posts describing his conversations with Timothy D. Cook, the iPad maker’s chief executive, about a stock buyback.

In an apparent sight of how enamored the septuagenarian billionaire is of his Twitter account, he wrote in his closing:

If you are incensed by the actions of the Dell Board as much as I am, I hope you will choose to follow me on Twitter where from time to time I give my investment insights. I also intend to point out what I consider to be unconscionable actions by boards and discuss what remedies shareholders may take to change the situation.