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Icahn knows his Dell odds are slim

July 12, 2013: 11:55 AM ET

icahn-vs-dellCarl Icahn is almost down for the count on Dell.

FORTUNE -- Carl Icahn knows he's losing the battle for Dell, and this morning offered yet another sweetener to get more votes against the buyout offer from Michael Dell and Silver Lake Partners.

By the time shareholders vote next Thursday, don't be surprised if Icahn has also thrown in a shiny new toaster and Baltic Avenue.

Icahn already had proposed a $14 per share self tender for 1.1 billion Dell (DELL) shares, with the promise that neither he nor Southeastern Asset Management would sell into the offering.

Now he's added a 7-year warrant for every four shares purchased in the self-tender, which would allow holders to buy back in for $20. Icahn estimates this puts the total value of the tender to upwards of $18 per share -- compared to the $13.65 per share buyout offer -- although obviously that gets knocked down a ways if Michael Dell were to tender his own shares.

What this says to me is that Icahn knows he's losing, and running out of time to make a comeback. He needs just over 42% of shareholders to vote against the deal, but so far only less than 20% of the votes have publicly come out in opposition (including Icahn and SAM's combined stake). Moreover, all three major shareholder advisory firms have come out in favor of the buyout plan.

Moreover, Icahn might also be at risk of losing some money on the deal.

Reuters reports that Icahn would make a $10.7 million profit if the buyout goes through, most of which comes from his recent purchase of 72 million shares from SAM at just $13.52 per share (a deal that still boggles the mind from the SAM perspective). But that doesn't include any of his out-of-pocket expenses, which Icahn will not get reimbursed because of his decision to launch a proxy fight. I don't know how much he's spent, but Blackstone had been covered for upwards of $25 million when it was considering an offer earlier this year. If Icahn has even spent half of that, then he'd be in the red -- although a few million dollars up or down isn't going to cause Icahn to lose any sleep.

Icahn sincerely wants to win this one, and only a fool would count him out until it's really over. But, once again, he has shown a lack of faith in his own odds.

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About This Author
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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