At various points, Mr. Icahn has asked the Special Committee to declare the transaction he has outlined a "Superior Proposal" under Dell's existing merger agreement or to withdraw their recommendation in favor of the Michael Dell/Silver Lake merger.
However, the Special Committee says that the financing Icahn has proposed cannot be accepted, as it is expressly conditioned on the election to the Dell board of all 12 nominees of Icahn and Southeastern. The Committee also claims that Icahn?s proposal cautions that his transaction might never be completed and offers no remedies in the event that he or his nominees or financing sources fail to consummate a transaction. And third, the committe does not identify neither a management team, nor a strategic plan or vision, on the basis of which theey could evaluate the value of the "stub" equity Icahn contemplates.
The Committee does not believe that Icahn?s proposal is superior to the certainty of value offered by a sale of the entire Company at $13.65 per share. The addition of warrants to Mr. Icahn's concept would, according to the analyses, be of modest value and that value would be offset in part by their dilutive effect on the stub equity held by the recipient. Further, on receipt, the entire value of the warrants would likely be taxable to the holder.
"..it is unfortunate Mr. Icahn continues to conduct his campaign by trying to discredit the Special Committee and accuse it of frightening Dell stockholders. Such accusations do a disservice to all of you. The Committee has studied a complicated situation with great care, balanced risks and rewards in a dispassionate manner and concluded the transaction you are being asked to vote for on July 18th is in the best interests of stockholders. It would be irresponsible if we did not share with all stockholders the reasons for our conclusions, the Committee concluded.