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Is Icahn (also) low-balling Dell?

May 10, 2013: 10:30 AM ET

Carl Icahn may be guilty of Michael Dell's alleged sins.

icahn-vs-dellFORTUNE -- Carl Icahn isn't losing to Michael Dell without a fight.

Today the activist giant offered to buy the PC maker for $12 per share, alongside fellow dissident Dell (DELL) shareholder Southeastern Asset Management. The payout could come either in cash of in the form of additional Dell stock, since this proposal would include a public equity stub.

Most of the bid would be financed via existing Dell cash and receivables, but Icahn also includes a $5.2 billion bridge loan. There is no information yet as to whether Icahn actually has a committed lender for the bridge loan, or if he just expects to be able to find one (with a $20+ billion net worth, he theoretically could float it himself). Pretty sure that Dell's special committee won't consider this to be a "superior offer" if it isn't fully-financed.

[Update: Icahn said this afternoon on CNBC that he personally is good for up to $2 billion of the loan, and that Jefferies has committed up to $1.6 billion off its own balance sheet.]

It would appear that Icahn seems to have given up on his original plan for a special dividend plus stub equity, perhaps because Dell's special committee had expressed volatility concerns about levering up Dell without taking it completely private.

Icahn also disclosed that he and SAM currently hold a combined 11.5% stake in Dell, and said that he would keep fighting if Dell's special committee continues to recommend the original $13.65 per share bid from Michael Dell and Silver Lake Partners. Not only by running a full slate of competing directors and trying to get other shareholders to vote with them, but also by threatening litigation if the deal "turns out to be a home run for Michael Dell in the upcoming years."

Worth noting that Icahn's prior proposal would have included a $9 special dividend plus a $13.81 per share stub that would have valued Dell stock at $22.81 per share. And SAM has previously argued that Dell is really worth $24 per share. So if Michael Dell/Silver Lake are significantly undervaluing the company at $13.65 per share – a price that actually is higher than where they began, based on proxy statements – what are Icahn and SAM doing offering a price below what they believe the company is worth? I assume they'd counter that shareholders can retain the possibility of future upside via the stub, but it seem that they're still low-balling by their own logic.

Icahn is scheduled to be on CNBC today at noon. Will be curious to see what he says...

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Dan Primack
Dan Primack
Senior Editor, Fortune

Dan Primack joined Fortune.com in September 2010 to cover deals and dealmakers, from Wall Street to Sand Hill Road. Previously, Dan was an editor-at-large with Thomson Reuters, where he launched both peHUB.com and the peHUB Wire email service. In a past journalistic life, Dan ran a community paper in Roxbury, Massachusetts. He currently lives just outside of Boston.

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