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Michael Dell Offers a Dime More per Share to Change Voting Rules

Consortium has raised its bid from $13.65 a share to $13.75 a share and in exchange wants the way the votes are counted changed

The shareholder vote on whether to sell Dell to its founder Michael Dell and private equity house Silver Lake Partners, postponed last week to July 24 when the initial count wasn't breaking Michael's way, has been delayed again until Friday August 2.

The Dell-Silver Lake consortium has raised its bid from $13.65 a share to $13.75 a share and in exchange wants the way the votes are counted changed.

It doesn't want shares that aren't voted to count against them as the rules are currently treating abstentions.

In a letter the pair said, "There is simply no rational basis for shares that are not voted to count as votes against the merger agreement for purposes of the unaffiliated stockholder vote. If a majority of the shares held by unaffiliated stockholders who vote are voted in favor of the merger agreement, it would be unfair to deny these stockholders the merger consideration they wish to accept solely because shares not voting are counted as votes against the transaction."

They indicated that 27% of shares have not voted.

Their dime sweetener, which amounts to a total of $150 million on top of the $24.4 billion already on the table, is conditional on the board's special committee accepting that change, suggesting Dell and Silver Lake can't win without it.

The special committee, which put the rules in place back in February to limit Michael Dell's influence and also forbid Michael from voting his 16% position in the company, has until 6 p.m. Wednesday evening Eastern time to agree or the new "best and final" offer will expire.

Observers think the committee may ask for more time to consider. The Wall Street Journal says it's concerned stockholders may sue.

The proposal is already taking flak. Activist investor Carl Icahn, now the company's second largest shareholder, has claimed simply postponing the vote was worthy of "banana republic." He has yet to react publicly to the proposed change in the rules.

Icahn and his buddy Southeastern Asset Management, who say the deal undervalues the company, need the vote to fail so they can proceed to a proxy fight for control of the board in hopes of pushing through their latest proposal for $14 a share.

Bloomberg is reporting that the special committee wants Dell and Silver Lake to go to at least $14 a share.

If the vote goes beyond August 2, it would change who's eligible to vote. Currently shares owned prior to June 3 can vote.

Mid-morning Wednesday Dell shares were trading below $13. If the deal falls apart Dell shares could drop to somewhere in the single digits.

More Stories By Maureen O'Gara

Maureen O'Gara the most read technology reporter for the past 20 years, is the Cloud Computing and Virtualization News Desk editor of SYS-CON Media. She is the publisher of famous "Billygrams" and the editor-in-chief of "Client/Server News" for more than a decade. One of the most respected technology reporters in the business, Maureen can be reached by email at maureen(at)sys-con.com or paperboy(at)g2news.com, and by phone at 516 759-7025. Twitter: @MaureenOGara

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