Dell signs agreement to cap Icahn's share ownership

Dell takes a step forward as it weighs buyout offers to go private

As part of the review process of potential offers to take Dell private, the company announced that its board of directors approved an agreement with Carl Icahn that would cap the amount of shares owned by the activist investor.

CEO Michael Dell and equity firm Silver Lake Partners on Feb. 5 offered to take Dell private for $24.4 billion, or $13.65 per share.

However, counter-offers were made by groups of investors in the 45-day go-shop period during which Dell invited competitive buy-out offers from third parties. A group led by Blackstone offered in excess of $14.25 per share, while Carl Icahn and affiliates offered $15 per share.

Under the agreement, Icahn and affiliated entities "have agreed not to make purchases that would cause them to own more than 10 percent of Dell's shares," Dell said in a statement.

Also as part of the agreement, Icahn has agreed not to enter into agreements with other shareholders to jointly own more than 15 percent of Dell's shares.

Dell has also granted the Icahn entities a waiver that "facilitates" his ability to engage with other Dell stockholders.

"The Special Committee believes that granting the limited waiver to Mr. Icahn while capping his share ownership will maximize the chances of eliciting a superior proposal from Mr. Icahn while at the same time protecting shareholders against potential accumulation of an unduly influential voting interest," the company said in a statement.

All transactions are being reviewed by a special committee appointed by Dell. The agreement with Icahn will expire by January 15 next year, or until one of the offers is approved.

Agam Shah covers PCs, tablets, servers, chips and semiconductors for IDG News Service. Follow Agam on Twitter at @agamsh. Agam's e-mail address is agam_shah@idg.com

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