Summary:

It looks like the scheduled September 12 shareholder vote on Michael Dell’s proposal will take place after all.

Michael Dell
photo: Dell

A September 12 vote on the $25 billion deal to take Dell private can proceed, according to a corporate law judge in Delaware.

Chancellor Leo Strine basically threw out financier Carl Icahn’s claim that the vote would be rigged, according to The Wall Street Journal on Friday. On August 2, a special committee evaluating the take-private deal proposed by company founder Michael Dell and Silver Lake Partners agreed to consider a slightly sweetened offer and to postpone the vote till September 12, moves that Icahn opposed.

Icahn sued, accusing the board of breaching its fiduciary duties by putting the Dell-Silver Lake offer to a vote before Icahn’s proposal — which would keep the company public and pay out a dividend — could be considered. He wanted both propositions to be voted on at the same time.

Icahn and ally Southeastern Asset Management filed a proxy statement naming 12 candidates to replace Dell’s directors should the Dell-Silver Lake proposal fail, according to Barron’s.  Dell’s annual meeting is scheduled for October 17.

Thursday, the PC-and-server maker reported second quarter earnings that beat estimates but saw net income fall 72 percent to $204 million from $732 million for the year-ago quarter. Revenue was basically flat at $14.51 billion.

This ruling makes it less likely that Icahn can derail the take-private bid, but stay tuned, there have been many twists and turns in this road to date.

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