Icahn sued Dell and his company Aug. 1 in Delaware Chancery Court, contending the founder’s offering price of $13.65 a share, now as much as $13.96 with dividends, was too low.
Now “plaintiffs appear to seek a hurry-up hearing at the end of which they will ask the court to order Dell to hold the vote on the proposed merger simultaneously with the annual meeting -- which would require a delay in the vote,” Dell’s lawyers said in a filing made public today.
Michael Dell contends in court papers that Icahn is seeking “undefined” proceedings as “just another soapbox for Mr. Icahn’s public spat” with Dell board members. The vote is tentatively set for Sept. 12.
In opposition to an Icahn motion before Judge Leo Strine Jr. to fast-track the case, Dell says Icahn lawyers “speak grandly” of shareholder interests, yet “speak for no one but themselves” and “‘cite zero authority’’ for the request. ‘‘The court has time and time again rejected claims of this kind,’’ Dell said in the filing.
In response to Icahn’s claims that the board failed to stop Dell from buying more shares, Dell says he’s been barred by an agreement from buying shares since August 2012, while Icahn interests ‘‘purchased an additional four million shares in the last week alone,” according to the filing.
Dell holds about 15 percent of the common stock, and Icahn holds about 9 percent, according to data compiled by Bloomberg.
In his motion for expedited handling of the case, Icahn contends the board “has gone far beyond its lawful role,” has “ignored the express will of the stockholders,” and is trying to “force through a merger that those stockholders have repeatedly voted against.”
Icahn lawyers said directors are working “to rig the vote in favor” of Dell’s “grossly underpriced” offer, and the case needs a quick resolution because an opportunity for recapitalization financing expires Sept. 30.
The case is High River v. Dell Inc., CA8762, Delaware Chancery Court (Wilmington).
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