Activist investor Carl Icahn and Southeastern Asset Management Inc, two of Dell Inc's largest shareholders, have proposed an alternative to a $24.4 billion buyout deal led by founder Michael Dell.

In a letter to Dell's board, Icahn and Southeastern proposed giving Dell shareholders the option to either receive $12 per share in cash or $12 in additional shares valued at $1.65 per share. (



Icahn and Southeastern, both vocal opponents of the go-private deal, said in the letter they together held about 13 percent of Dell's stock.

Both the investors have argued that the buyout effort from Michael Dell and private-equity firm Silver Lake Partners significantly undervalues the company.

If Dell's board does not find the new offer “superior” and insists on presenting the go-private offer for a shareholder vote, Icahn and Southeastern will put up a slate of 12 directors to challenge the current board, the investors said.

In April, Blackstone pulled out a month after it launched a challenge to the billionaire's attempt to take Dell private.


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