UPDATE 3-Icahn ends battle for control of Dell; vote due on Thursday
NEW YORK, Sept 9 (Reuters) - Activist investor Carl Icahn said on Monday he would no longer pursue efforts to block founder Michael Dell's proposed $25 billion buyout of Dell Inc , determining "it would be almost impossible to win."
Icahn's move effectively ended a battle that has raged since March, pitting Michael Dell and private equity firm Silver Lake Partners against Icahn and money manager Southeastern Asset Management.
A shareholder vote on the offer is scheduled for Thursday. Icahn is Dell Inc's second-largest shareholder, with a stake of 8.9 percent.
Michael Dell has sought to take the company private to transform it - away from public scrutiny - to a provider of enterprise computing services, from a maker of personal computers. Icahn argued that Michael Dell's offer undervalued the company's shares.
A legal effort by Icahn to derail the buyout stalled after a judge refused to fast-track his lawsuit against the company, blunting an integral part of his months-long opposition campaign.
Also, the company's board changed voting rules after Michael Dell raised his offer and now will ignore shareholder abstentions. Previously, abstentions were counted as "no" votes.
"The Dell board, like so many boards in this country, reminds me of Clark Gable's last words in "Gone with the Wind," they simply "don't give a damn," Icahn wrote in his letter.
In a letter to shareholders, Icahn cited a change in the record date for stockholders allowed to vote on the proposed takeover by Michael Dell and Silver Lake, as well as a ruling that the gap period between a Sept. 12 shareholder vote on the offer and the company's annual meeting on Oct. 17 was legal.
Icahn sued Dell and its board to stop Dell from changing the record date by which shareholders must have purchased their shares in order to vote on the deal.
Under Delaware law, a company's annual general meetings have to be held within 13 months of each other or shareholders can sue to force one.
Delaware Court of Chancery Judge Leo Strine said last month Dell's Oct. 17 date for the shareholder meeting would be considered overdue but added it was not uncommon for corporations to hold late shareholder meetings.
Icahn had wanted to nominate a slate of directors to replace several board members, arguing that they were not acting in shareholders' best interests in accepting the CEO's deal.
Dell was not immediately available for comment.
Later, Icahn said on CNBC his involvement meant the shareholders got additional value for their shares as Michael Dell and Silver Lake raised their offer.
"We did the work for the board," he said. "The board just sat back."
Icahn also revealed that he had been close to picking a CEO candidate for Dell but the person backed out at the last minute. He did not name the candidate.
The meeting to vote on Michael Dell's offer had been postponed three times as he and Silver Lake struggled to round up the needed votes or convince "no" votes to support the deal.
While he would not pursue additional efforts to block the deal, Icahn said he still opposed it and would move to seek appraisal rights, according to the letter that he filed with regulators.
Dell shares ended regular trading on Monday, unchanged, at $13.84.