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Icahn, Southeastern withdraw bid for Dell

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Carl Icahn

Carl Icahn and Southeastern Asset Management on Monday gave up their joint effort for control of Dell Inc. but said they continue to oppose the shared buyout proposal of the company by Michael S. Dell and Silver Lake Partners, an offer that resulted in pension funds lining up on different sides of the issue.

“(W)e have determined that it would be almost impossible to win the battle on Sept. 12,” the date of the rescheduled vote on the buyout proposal, according to a filing by Mr. Icahn with the Securities and Exchange Commission.

The $13.88-per-share price that Mr. Dell, chairman and CEO, and Silver Lake plan to pay is “approximately 70% below (Dell's) 10-year high of $42.38” and “freezes stockholders out of any possibility of realizing Dell's great potential,” Mr. Icahn's filing stated.

“In an action worthy of Vladimir Putin,” the company manipulated the voting process in favor of Mr. Dell/Silver Lake by rescheduling the voting, changing the voting standard and changing the record date for shareholder eligibility to vote “when it became apparent that there was insufficient shareholder support for the deal,” Mr. Icahn stated in the filing.

“We … will not pursue additional efforts to defeat the Michael Dell/Silver Lake proposal, although we still oppose it and will move to seek appraisal rights,” the filing stated.

The special committee that Dell's board created to review the buyout offer and endorsed the proposal “did a disservice to stockholders,” according to a Southeastern statement. “We continue to believe that the Michael Dell/Silver Lake transaction significantly undervalues the company and its prospects and denies stockholders the opportunity to participate in Dell's significant upside potential.”

The C$188.9 billion (US$181.4 billion) Canada Pension Plan Investment Board, Toronto; $164 billion Florida State Board of Investment, Tallahassee; $50.5 billion Pennsylvania Public School Employees' Retirement System, Harrisburg; $25.9 billion Connecticut Retirement Plans & Trust Funds, Hartford; $19 billion General Board of Pension and Health Benefits of the United Methodist Church, Glenview, Ill.; $12.8 billion Illinois State Board of Investment, Chicago; and $1 billion American Federation of State, County and Municipal Employees staff pension plan, Washington, already have voted their Dell shares in favor of the company-endorsed deal.

The $170 billion California State Teachers' Retirement System, West Sacramento, and C$129.5 billion Ontario Teachers' Pension Plan, Toronto, voted against the deal.

Four proxy-voting advisory firms all recommended their institutional investor clients support the Dell deal: Institutional Shareholder Services, Glass Lewis & Co., Egan-Jones Proxy Services and Marco Consulting Group, whose services include proxy-voting advice.