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Much ado about Dell

Michael Dell
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Michael Dell

It must be awfully nice in Hawaii.

Perhaps the sunshine and surf bring Michael Dell and his partner Egon Durban (of Silver Lake) solace as they sit by the ocean in their island homes while the deal they have been working to complete since it was dreamed up a year ago seems destined for the dustbin of history.

The two men took a shot, or at least a bit of one. They raised their $24 billion offer for the company they ostensibly want to own by $150 million in the hope that Dell's special committee would give them the voting standard change they need to carry an otherwise recalcitrant set of shareholders.

They didn't get that change. Now, strangely and perhaps irrationally, they seem willing to let this deal go to a vote Friday with a $13.65 price tag. If that vote is taken, chances are good the deal will not be approved.

(Read more: Icahn rips apart Dell's push for deal changes in open letter)

But, you might ask, if they were willing to pay $13.75 a share, why wouldn't they still be willing to do so and in return get a change in the record date, as promised by the special committee? A change in that date would surely bolster their chances in a vote, if not deliver it outright.

That's not to mention that another $150 million to $200 million would probably turn around one or more of the large mutual funds that are currently against them, and deliver the vote easily.

Advisors to the two men tell me they don't think a record date change would result in victory and are still sticking by the "best and final" language that is so often thrown aside at the very end of these battles.

But even so, why not take a shot? Is it because Silver Lake really doesn't want to own this company any longer and has devised a brilliant strategy for extricating itself from the deal without seeming to do so? Is it because they simply want to enjoy their time in Hawaii?

(Read more: Michael Dell holds line as Dell committee seeks higher bid)

I don't have the answer and neither do the legions of bankers and lawyers working on this transaction. Either emotion has crept into Dell and Durban's decision-making or they are playing a fabulous game of chicken (enhanced by the stock's drop today, closing down 1.6 percent at $12.66—a sign of what could be coming should the deal break).

In my long career, it has been the rarest of times when the most dramatic outcome was the one that came to fruition. With a gory proxy battle with Carl Icahn looming and the not completely remote possibility that his own board might turn on him (you must consider it), Michael Dell seems ready to deliver those rarest of outcomes. Or will he?

—By CNBC's David Faber

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