Dell Inc. said the tender offer proposed by billionaire investor Carl Icahn as an alternative to a planned buyout by Chief Executive Officer Michael Dell has a $2.9 billion funding shortfall, making it less valuable.

After accounting for near-term debt obligations and minimum cash needs to run the company, Icahn’s $14-a-share offer would be worth about $8.15 per share, a special committee for Dell’s board said in a regulatory filing today. First pitched in early January, the offer from CEO Dell and equity firm Silver Lake Management LLC firm is $24.4 billion.

The committee is pointing out shortcomings in Icahn’s offer ahead of a shareholder vote set for next month, seeking to attract backing for the CEO’s plan to take the third-largest personal computer maker private with Silver Lake Management LLC. Icahn and partner Southeastern Asset Management Inc. last week urged the PC maker to make a tender offer for about 1.1 billion shares, his third push to derail the $13.65-a-share buyout proposed by the CEO.

“Michael has repeated the liquidity shortfall – the debt will cripple the company claim – so many times that no imaginable variant of it will influence the vote,” said Erik Gordon, a professor of business and law at the University of Michigan in Ann Arbor. “Institutional investors who hold large numbers of votes are less interested in another round of it than they are in the price per share and the solidity of Icahn’s financing.”

Icahn has said he’s working to line up $5.2 billion in debt for the proposed tender offer, and Jefferies Group LLC is willing to make $1.6 billion available, according to a person familiar with the plan who asked not to be identified because the information isn’t public.

While Icahn’s proposal projects $15.6 billion in liquidity, the company will actually have $12.7 billion, according to Dell’s board committee. The difference includes $1.4 billion in debt maturing through April 2014 and $1.5 billion in cash needed to run the company.

The Silver Lake-Dell bid is the only binding and fully financed offer the company received in the sale process started in August, and no one else has been able to reach or beat that price, Michael Dell said in a filing last week.

A vote on the deal, which requires approval from a majority of holders excluding Michael Dell, is set for July 18.

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