Risk & Compliance

Icahn Seeks Records on Dell, VMware Stock Deal

The activist investor says Dell has refused to disclose "much basic information" about its plan to go public by buying back the VMware tracking stock.
Matthew HellerNovember 1, 2018

Activist investor Carl Icahn has stepped up his campaign against Dell Technologies’ plan to go public by buying back its tracking stock ahead of a Dec. 11 shareholder vote on the deal.

Under the plan announced in July, Dell would exchange each share of the Class V stock that tracks its VMware subsidiary’s performance for 1.3665 shares of its Class C common stock, or $109 per share in cash.

Icahn, who holds a 9.3% stake in the tracking stock, believes the offer undervalues VMware. In a lawsuit filed Thursday, he asked a Delaware judge to compel Dell to allow him to inspect its books and records, saying the company has refused to disclose “much basic information” about the deal.

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“DVMT stockholders should not have to rely exclusively on a narrative provided by the company and its controlling shareholders,” he said in a statement.

The investor also slammed the deal as “a conflicted transaction that benefits the controlling shareholders at the expense of the DVMT shareholders” and said Dell was trying to scare Class V shareholders into approving the buyout by saying it would consider a traditional initial public offering for its Class C shares.

“We believe this is a threat blatantly deployed in an attempt to coerce DVMT stockholders to vote in favor of the merger, or else risk the unknown consequences of the forced IPO conversion,” Icahn said.

Dell has said its VMware offer represents a 29% premium to the tracking stock’s value prior to the July announcement and “is fair and in the best interests of DVMT shareholders.”

But Icahn claims the stock is really worth $144 a share and he has been joined in his opposition by P. Schoenfeld Asset Management, which advises clients with more than $150 million in stock at stake and sent Dell’s board a letter opposing the plan.

“It is clear to me that Dell and Silver Lake [which took Dell private in 2013] have followed Machiavelli’s advice to the letter: It is better to be respected than loved, but better still to be feared than respected,” Icahn said recently in a regulatory filing.

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