Dell Inc.'s buyout group is unlikely to pursue its $13.75 a share offer after the company's special committee refused to change voting rules that would make it easier to win approval for the transaction, according to a person with knowledge of the matter.
The special committee said Wednesday it is unwilling to change the rules, which currently count absentees as “no” votes, and instead would change the record date for shareholders voting on the proposal if the buyout group pays $13.75 a share. As an alternative, the committee is prepared to proceed with a vote on the group's earlier proposed $13.65 a share transaction at a meeting on Aug. 2.
“A new record date would enable the many shareholders who bought their shares after June 3, 2013, to vote on the transaction while giving all shareholders more time to reflect on where their best interests lie in light of the improved offer,” the special committee said in a letter to Michael Dell, the company's founder, chairman and CEO, and Egon Durban, managing partner and managing director at Silver Lake Partners.
The computer maker has twice postponed a vote on the buyout, prolonging months of jousting between the group led by Mr. Dell and investors such as Carl Icahn who want a higher price. Mr. Icahn proposes a $14-a-share buyback for about 1.1 billion Dell shares, plus a warrant that could be exchanged for additional stock should Dell climb higher than $20. The company would remain public under Mr. Icahn's plan.
Representatives from Dell and Silver Lake declined to comment.