The investor group, which holds around 13% of Dell's shares, said in a regulatory filing it would urge shareholders to reject the offer and opt instead for his "superior" recapitalisation plan, keeping the company public.
Icahn has joined with Southeastern Asset Management to block plans announced this year to delist Dell in a US$24.4bn buyout -- equivalent to US$13.65 a share -- led by Michael Dell, backed by the investment fund Silver Lake Partners.
Icahn, who initially offered US$15 per share for up to 58% of Dell shares, unveiled the new plan which would inject new capital, keep the company publicly traded, and appoint a new board of directors.
Under the Icahn plan, shareholders would get US$12 a share, from Dell's cash and new debt and retain their equity stake.
Icahn, in a letter to shareholders also filed with the Securities and Exchange Commission, did not place a value on the offer, but said it "is superior to the going-private transaction."
In unusually harsh language, the document called the buyout plan "the great giveaway" and "insulting to shareholders' intelligence."
It said the buyout under-values Dell and "amazingly allows him to purchase the company from shareholders with their own money."
"It does not take a mathematician to understand that US$12.00 in cash and a stub equity component with, as outlined in our view, significant operating potential, is superior to only US$13.65 in cash," the document said.
"The going-private transaction leaves all of the upside to Michael Dell and an opportunistic buyout group with only their own interests in mind," Icahn's statement said.
Source: AFP via I-Net Bridge
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