A special committee of Dell Inc.’s board is near a compromise with the company’s namesake founder over his takeover bid for the computer maker, which would see him pay more in exchange for altering the voting rules for the bid, a person briefed on the matter said on Friday.
Under the likely terms of the new agreement, Michael S. Dell and his partner, the investment firm Silver Lake, would pay $13.75 a share. They would also pay a special dividend of 13 cents a share, while shareholders would still receive a regularly scheduled third-quarter dividend of 8 cents a share.
In return, the special committee would agree to change the rules for victory by no longer counting Dell shares not cast in a special election as no votes. The current rules mandate that absentee votes count as no votes, creating a high hurdle.
An announcement is expected before the stock market opens, this person said, cautioning that talks could still fall apart. A shareholder vote on the current buyout bid of $13.65 a share is scheduled for 10 a.m. Eastern on Friday, but that vote had already been twice delayed.
The latest compromise would likely push back the vote on the deal to September. It would also probably push back the record date, the day by which investors would have needed to have owned shares to be eligible to vote. By moving the record date from June 3 to a date likely sometime this month, more shareholders considered favorable to a deal â€" like arbitrageurs who bet on the outcome of mergers â€" would be allowed to vote.
The billionaire Carl C. Icahn, a big shareholder and a staunch opponent of Mr. Dell’s takeover bid, sued Dell in Delaware’s court of chancery on Thursday to prevent such changes.
News of the state of the negotiations was reported early by The Wall Street Journal online.
