Dell Technologies raised its offer to buy back the stock that tracks Dell’s controlling stake in VMware.
Dell previously offered $109 per share. Today the company said it will pay $14 billion, or $120 per share. If shareholders approve this deal, Dell would again become a publicly traded company without a formal initial public offering.
The tech giant today also agreed to allow Class C shareholders to elect one independent director.
But both of these concessions fall short of demands that investor Carl Icahn made earlier this week. He said shareholders should get $300 per share, based on IBM’s recent Red Hat purchase. And, Icahn argued, at minimum shareholders should elect at least three independent directors to the board.
“Without this corporate governance, we believe the rumored offer will be worth far less than its headline price,” he said in a statement on Wednesday.
Icahn recently increased his stake in DVMT, the stock that tracks Dell’s controlling stake in VMware, to 9.3 percent, up from his previously disclosed 8.3 percent. He is the second-largest shareholder.
Earlier this month Icahn filed a lawsuit against Dell, alleging that the company refused to provide financial information to shareholders related to its proposed acquisition of VMware tracking stock.
Shareholder Buy In
While it’s unlikely that Icahn will support Dell’s final offer, the company said an “overwhelming number of shareholders” have signed on to the new deal. Dodge & Cox, Elliott Management, Canyon Partners, and Mason Capital Management, which collectively own about 17 percent of the tracking stock, entered into binding agreements to vote in favor of the revised transaction.
Elliott Management and Canyon Partners opposed the previous deal. In a statement, both firms praised Dell’s new offer.
“We believe this transaction represents a favorable outcome for all Class V stockholders, who will receive greater value certainty through the increased cash component and downside protection on the value of the Class C common stock,” said Jesse Cohn, a partner at Elliott Management. “Additionally, by simplifying Dell’s capital structure, this transaction provides a clear path for Class V stockholders to participate alongside Michael Dell and Silver Lake in what we believe will be substantial stockholder value creation at Dell Technologies over the long term.”
Shareholders are scheduled to vote on Dec. 11.