May 31, 2013 – Dell Inc. will hold a shareholder vote on July 18 on a $24.4 billion leveraged buyout offer by founder Michael Dell and Silver Lake Management LLC.

Dell recommended the offer be accepted after no better offer came during the “go-shop” period, according to a U.S. Securities and Exchange Commission filing. A majority of shareholders, excluding Chief Executive Officer Dell’s 15.6 percent stake, will have to approve the buyout for it to pass, according to the deal’s terms.

The vote will determine whether Michael Dell and Silver Lake will get the chance to run the world’s third-largest PC maker as a private company. As Dell’s earnings and sales decline amid a shift in demand to smartphones and tablets, the buyers are seeking to accelerate the company’s shift toward selling more products and services for corporate data centers.

The Silver Lake-led group offered $13.65 a share for Round Rock, Texas-based Dell, a 25 percent premium over the company’s share price on Jan. 11, the last trading day before Bloomberg News reported the company was in talks to go private.

Billionaire financier Carl Icahn has proposed a competing offer that would pay investors $12 a share in cash or stock while letting them retain stakes in a public company. Private- equity firm Blackstone Group LP had also researched a possible bid for Dell before withdrawing last month.

Shares of Dell closed down less than 1 percent to $13.27 in New York. The shares have gained 22 percent since Jan. 11.

Icahn, who along with Southeastern owns almost 13 percent of Dell shares, said this month that he would look to replace Michael Dellas CEO if he prevails. Financing for Icahn’s proposal will come from existing cash at the PC maker and about $5.2 billion in new debt.

While Dell’s directors haven’t deemed Icahn’s proposal to be a superior offer, a special board committee is seeking more details about his proposal. In the event that a special committee of Dell directors concludes that the new proposal isn’t superior, Icahn has said he plans a proxy battle to install his own slate of directors.

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