Michael Dell Is “At Peace” With Whatever His Shareholders Decide

Michael Dell made what reads like his final appeal to shareholders of the computing company that bears his name, seeking their approval of a $24.6 billion leveraged buyout he has proposed with the private equity firm Silver Lake.

“The decision is now yours. I am at peace either way and I will honor your decision,” Dell wrote in an open letter filed with the U.S. Securities and Exchange Commission early this morning.

The letter came after a day of significant developments in the ongoing drama surrounding the fate of what was once the world’s largest supplier of personal computers. Dell and Silver Lake raised their bid by a dime to $13.75 a share in the hope of convincing the company’s board to change some of the rules governing the shareholder vote. Naturally, that didn’t sit well with Carl Icahn, the activist investor stalking the company with a competing shareholder proposal of his own. He resorted to writing verse on Twitter to make his case.

Without mentioning him by name, Dell criticized some of the proposals floated by Icahn, including the sale of assets and a leveraged recapitalization, saying they would be “destructive to the company.” Should the buyout be rejected by shareholders, he said he won’t support any of Icahn’s proposals. Dell remains the company’s largest single shareholder, with about 14 percent to 15 percent of the shares outstanding.

Dell also reiterated the case he and Silver Lake made in a joint letter yesterday, saying the “non-vote-equals-no-vote” provision of the shareholder vote process is unfair. “Currently, over 25 percent of the unaffiliated shares have not voted,” he wrote. “This means that even if a majority of the unaffiliated shares that vote on the transaction want to accept our offer, the will of the majority may be defeated by the shares that do not vote. I think this is clearly unfair.”

The special committee of Dell’s board hasn’t yet formally responded to the latest offer.

Dell’s full letter is below: