A Delaware state judge on Friday dealt a blow to activist investor Carl Icahn's effort to stop CEO and founder Michael Dell's $24.8-billion US buyout offer for the struggling computer maker. He refused to fast-track proceedings on Icahn's claims that Dell Inc. directors have betrayed their duties to shareholders in trying to win support for Michael Dell's bid. After three delays, Dell's board has scheduled a special shareholder vote on Michael Dell's offer for Sept. 12, followed by an overdue annual meeting on Oct. 17.
Icahn, who is seeking to oust Michael Dell as CEO, wanted the vote and annual meeting to be held on the same day. That would give shareholders a chance to vote on a rival board slate he is offering as part of his proposal, which he says would be a better deal for Dell shareholders. Icahn claims that delaying the annual meeting until October could torpedo his financing plans for his proposal and is part of a deliberate effort to thwart his competing bid.
Judge says Icahn's claims dubious
But a Delaware state judge, Chancellor Leo Strine Jr., said Friday that Icahn has offered no justification for an expedited hearing and said he saw no evidence that the special committee of Dell directors supervising the proposed deal has not acted independently or in good faith. Strine also noted that Icahn has continually revised his alternatives to Dell's buyout offer without making a firm superior bid, while the special committee has extracted an additional 23 cents per share from Dell and his main ally, private equity firm Silver Lake Partners, bumping up their offer to $13.75 per share plus a 13-cent special dividend.
He also noted that the termination fee due to Dell and Silver Lake if a competing bid is successful has been reduced from $450 million to $180 million. "That's pretty good math," said the judge, who described Icahn's fiduciary duty arguments as "an adjectival assault that doesn't have nouns and verbs that add up to colorable claims." A colorable claim is one that could be valid. Strine said Dell shareholders can reject Michael Dell's buyout offer if they think it is inadequate and approve Icahn's slate of directors in October if they think that is in their best interests.
Dell earnings plunge 72%
Dell's earnings plunged 72 per cent during its fiscal second quarter as the slumping personal computer maker struggled to cope with technological upheaval and shareholder unrest.
The disheartening results announced Thursday could help Dell Inc.'s board persuade more of the company's stockholders that they're better off accepting Dell's buyout offer than risk further financial deterioration in the months ahead.
Dell earned $204 million US, or 12 cents per share, in the quarter, down from $732 million US, or 42 cents per share, last year.
Revenue remained level at $14.5 billion US.