Icahn Says He Has Lined Up Money For Dell Deal

SAN FRANCISCO (AP) -- Billionaire investor Carl Icahn says he has lined up the rest of the money that he needs to finance an attempt to scuttle a proposed $24.4 billion buyout of Dell Inc. that would turn over ownership of the slumping personal computer to CEO Michael Dell and an investment group led by Silver Lake Partners.

In an open letter released Monday, Icahn assured Dell's board that he had secured loans totaling $5.2 billion to pay for his alternative to the deal that the Round Rock, Texas, company is trying to persuade its stockholders to accept in a vote scheduled for July 18.

Dell's board has questioned Icahn's ability to finance his plan, creating a cloud of uncertainty that Icahn hoped to clear with Monday's letter. Icahn said commitments from Jefferies Finance and other lenders would be filed with the Securities and Exchange Commission later in the day.

"With that we put an end to the unwarranted speculation by Dell that our money would not be available," Icahn wrote. His nearly 9 percent stake in Dell makes him the company's second largest shareholder behind Michael Dell.

Another critical question still looms. The often-acerbic Icahn has made it clear that he doesn't believe Michael Dell is the right leader for the company without identifying who would be CEO if his proposal prevails. Monday's letter didn't address the succession issue.

Icahn plans to draw upon the loans along with $10.4 billion Dell's cash and other assets to spend $15.6 billion buying up to 1.1 billion shares of the company's stock. The proposal, which works out to $14 per share, would still leave most stockholders with a stake in Dell so they could reap the benefits of a turnaround that Icahn and his main ally, the investment firm Southeastern Asset Management, believe will occur within the next few years.

The buyout backed by Michael Dell proposes to pay $13.65 per share for all of Dell Inc.'s outstanding stock, resulting in the company becoming privately held for the first time in 25 years. Michael Dell, who would remain CEO of the company that he founded in 1984, contends the buyout will give him more flexibility to diversify Dell Inc. beyond the PC industry into business software, technology security and other more profitable niches without having to cater to Wall Street's fixation on short-term profits.

Investors appear convinced that Michael Dell and Silver Lake will either prevail or shareholders won't approve either deal. Dell's stock dipped a penny Monday to close at $13.31.

Icahn and Southeastern are trying to convince Dell shareholders that Michael Dell and Silver Lake are trying to seize the company at an unreasonably low discount that will prevent long-suffering shareholders from benefiting from Dell's expansion. The proposed buyout price is more than 40 percent below Dell's share price when Michael Dell returned for a second stint as CEO in 2007. The downturn largely reflects Dell's slow response to the popularity of smartphones and tablet computers that are more convenient to use than PCs while offering much of the same computing power.

A four-person board committee overseeing Dell Inc.'s sale has steadfastly depicted Michael Dell's proposal as the best and least risky deal available to the company's shareholders amid the upheaval wrought by the transition from desktop and laptop computers to mobile devices.

Icahn and Southeastern contend Dell's special board committee isn't invested deeply enough in the company to make a reliable assessment of the competing offers. The committee members — Alex Mandl, Laura Conigliaro, Janet Clark and Ken Duberstein — collectively own about 203,000 shares of Dell stock, or a combined 0.01 percent stake in the company.

With financing for his offer complete, Icahn wrote in his letter that the special committee should sit down with him in a face-to-face meeting instead of dispatching "highly paid" advisers.

Dell's special committee said it remains willing to review any additional information about Icahn's proposal, but didn't directly address to Icahn's demand for a personal meeting. The committee remains committed to achieving the best outcome for all Dell shareholders," the four directors said in their response to Icahn's letter.

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