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Icahn ends proxy fight with Dell after it boosts VMware offer to $23.9B
Dell Technologies Inc. has sweetened the terms of its proposed stock market return, prompting major shareholders to back the move and Carl Icahn to end his highly publicized proxy fight against the company.
The billionaire hedge fund manager announced his decision Thursday afternoon, just hours after Dell published the revised offer. The company plans to go public through an unconventional process that would involve buying the shares of subsidiary VMware Inc., which trades under the “DVMT” ticker symbol. Dell issued the stock in 2016 to help finance its $67 billion acquisition of VMware parent EMC.
The company’s new offer ascribes a total market capitalization of $23.9 billion to DVMT, $2.2 billion more than the previous bid. The proposal will give investors a choice between either selling their stock for a fixed per-share price or trading it in for Dell stock.
DVMT shareholders who go with the former option stand to receive $120 per share, up from $109 before. Dell also increased the maximum amount of cash that it’s willing to pay out as part of the deal by $5 billion for a total of $14 billion.
Investors hoping to trade in their shares for Dell stock can likewise chalk up the new proposal as a win. Before, the company offered a flat exchange rate of 1.3665 Class C shares per DVMT share. The new offer proposes a rate of somewhere between 1.5043 and 1.8130 that will be decided based on how well DVMT performs on the stock market. According to Dell, this arrangement guarantees investors a return equivalent of $120 to $130 per share.
The company said that the “overwhelming majority” of DVMT shareholders it had contacted support the revised terms. A group of major investors with a combined 17 percent stake have already signed binding agreements to back offer when it comes up for vote on next month.
Icahn named this shareholder backing as the reason he’s withdrawing his opposition to the proposal. “As a result of this, as well as the support Dell already had, we have determined that a proxy fight would be unwinnable and have decided to withdraw our Delaware litigation and terminate our proxy contest,” he wrote in a statement.
In addition to the improved financial terms, the new offer will give shareholders the ability to appoint an independent director to Dell’s board. The company expects to complete the transaction by the end of this year.
Photo of Dell CEO Michael Dell: SiliconANGLE
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