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Icahn slams complacent and 'dysfunctional' Dell advisory board

updated 08:51 pm EDT, Wed July 17, 2013

Dell shareholders scheduled to vote July 18 on proposed deals

Controversial investor Carl Icahn made an appearance on a business cable news network today, slamming the Dell privatization process and the parties involved. On a brief interview with CNBC, Icahn calls the acquisition of Dell a patriotic duty and an "emotional thing." He also expressed concern about the existing board, declaring that if Icahn's group wins, the board is "still gonna fool around" with the company, even after a new CEO and ownership structure is in place.

Icahn noted that it is still possible that he could lose the proxy fight, even if his "buyout" offer is successful. "What would be a terrible situation with me is if we go through the proxy fight, I lose the proxy fight, and I'm a minority shareholder,and Dell runs the company. That's a terrible situation in my mind, I would have nothing to say." Should Icahn lose the proxy fight, he would likely not control enough shares to have any input on future board members.

Reports surfaced after Icahn's raising of his offer that Michael Dell and his coalition are not changing their offer, or offering any incentives to shareholders greater than $13.65 per share. When asked about the possibility of a last-minute increase just before the July 18 vote, Icahn said that "I don't care a hell of a lot. I really want to own this company, the real money you make is when you own these companies. They keep hinting to me, well, what do you really want? I want to own this company. If Dell raises some of the big shareholders could go to him."

"I've been through a lot of these fights. Most of these boards are pretty dysfunctional but I've never seen a board as bad as Dell's. They go out and scare the shareholders," according to Icahn. He did confess that he thought that the "guys on the board aren't bad people. They just do whatever the CEO says. They read their checks. They make $400,000-$500,000. It's a nice life. They go play golf. So they're not going to go stand up to him."

"(Michael) Dell has done a really poor job, the board has done an awful job. You know I don't blame Dell as much as I do the board. They're giving the damn thing away," Icahn added. "If you are an institution, why would you want this guy still running the company?"

"I don't dislike Dell," he added later in the interview. "He's a nice guy."

Following Icahn's $14 per share offer, Michael Dell called his offer sufficient, and refused to raise it, despite pressure to do so by advisory firms. The existing privatization deal put on the table by Michael Dell requires the majority of the shareholders (not including Dell's own shares) to vote in favor of the payout. Southeastern Asset Management, another vocal opponent of the Michael Dell buyout, would lose at least $825 million if the privatization deal completes as Michael Dell has proposed. Dell has dramatically cut its forecasts for 2013 operating profit by $700 million, to an estimated $3 billion -- casting further shadows over any deal.















By Electronista Staff
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