Dell set to seal shareholder backing

Richard Waters
Michael Dell
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Technology billionaire Michael Dell is this week finally set to win shareholder backing for his contentious $24.8 billion buyout of the PC company that bears his name, barring last-minute intervention from dissident shareholder Carl Icahn.

A change in Dell's voting rules looks certain to hand control to Mr Dell and Silver Lake Partners, the private equity firm backing his offer, at a vote at a shareholder meeting at Dell's Texas headquarters on Thursday, according to people close to the buyout and investors who have pushed for a higher offer.

(Read more: Mr. Icahn, please call your office: Dell strikes buyout deal)

The company's board has postponed the vote three times in recent months rather than face defeat. Last month it bowed to Mr Dell's request to change its voting rules to ease passage of the deal, in return for an increased bid and special dividend payment that added some $400 million to the offer.

A legal challenge to the offer by Mr Icahn, who owns more than 8 per cent of the company, was rejected by a Delaware court three weeks ago after the judge ruled that the activist investor had failed to come up with a firm offer in his own proposals for an alternative transaction. The special committee of directors masterminding the deal would "dance in the streets" if Mr Icahn topped Mr Dell with a fully-financed bid, chancellor Leo Strine said.

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The PC industry landscape has declined sharply in the 13 months since Mr Dell first took his buyout proposal to the company's board, adding to the risks of the highly leveraged buyout. Mr Icahn and other investors have accused the company of overstating its difficulties to get support for the buyout.

"The PC business will continue to decline faster than the enterprise solutions business will grow," said Roger Kay, an industry analyst at Endpoint Associates. "With any luck, the resulting company will be smaller, by perhaps a third, but more profitable once it stabilizes."

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

Mr Dell, who at one stage suggested that he might walk away and set up a new company unencumbered by the baggage of the company's PC past, will be left "holding the bag" if the new owners cannot stem the decline, he added.

Unless Mr Icahn can find a last-minute way to delay the shareholder vote again or squeeze more cash out of the buyout group, he is set to eek out a $55 million profit on the $2 billion bet he placed on the company.