The key sticking point between Dell and the special committee has been whether votes not cast by shareholders count against the takeover bid, as under current rules.
Dell and his private equity partner want to change that so that abstaining voters don’t count against him, in what looks to be a close vote. In return, Dell and his private equity partner Silver Lake have offered $13.75 per share in recent days, up from previous offers.
The special committee rejected the offer earlier this week, if it’s conditional on the voting rule tweak. But now they could accept the voting rule modification if Dell also pays a special dividend of 13 cents per share, on top of the $13.75 offer.
That means the shareholder vote, already pushed back twice and originally scheduled for Friday, could be delayed another month.
Dell and Silver Lake didn’t comment to Reuters.
Dell’s buyout bid, valued at about $24.4 billion, would be the biggest buyout since the 2008 financial crisis. The takeover battle has been prominent in public and the press since February, with billionaire and activist investor Carl Icahn pushing back against the Dell-Silver Lake plan.
On Thursday Icahn sued Dell Inc. and its board in an attempt to block changes to the buyout offer and force a date for an annual meeting. Icahn wants to set up an alternative board of directors that he would nominate.
Dell shares are expected to fall sharply if the Silver Lake bid doesn’t work out. Dell also reported a 79 percent plunge in profits in its latest quarterly report.