They're at it again.
Carl Icahn and the Dell Inc. special committee yesterday engaged in a new battle — less than two weeks before shareholders vote on a winner.
"The special committee keeps scaring you, telling the shareholders that Dell [is struggling and] will go away," Icahn told The Post. "The situation reminds me of a relative who drops by and keeps saying they want to leave, but just won't go."
Earlier in the day, in a regulatory filing, the committee said the latest Icahn proposal to give shareholders a $14 dividend was based on "unrealistic multiples."
Icahn is fighting to defeat a proposal by Dell founder Michael Dell to take the struggling PC maker private at $13.65 a share.
Michael Dell has said the company is ailing, that PC sales will continue to dwindle and that the share price will tumble if he takes back his offer.
The committee is supporting the offer from Michael Dell and his backer, Silver Lake.
Proxy advisory firm ISS is expected to release its recommendation early next week — and sources on both sides of the battle believed ISS was leaning against Michael Dell.
A shareholder vote on the Michael Dell offer is set for July 18.
The Dell committee, in the Securities and Exchange Commission filing, warned shareholders that the company's stock — which closed yesterday at $13.03, down 2.1 percent — could fall to between $5.85 and $8.67 a share if they defeat the Michael Dell proposal.
Columbia Law Professor John Coffee said "the normal inference" is that some shareholders feel Michael Dell's bid is the best they are going to get, and there is a growing likelihood his offer will fail.
However, one prominent Dell Inc. analyst, who requested anonymity, said this may all be about positioning.
He believes Michael Dell will be able to win approval for his $13.65-a-share offer — assuming ISS recommends against the deal — only if the shares fall below $12.
There is much incentive, sources said, for people close to Dell to be spreading the word they will not raise their offer, and for the committee to file the bearish materials.
The analyst believes the committee's projections are exaggerated.
There are several sources who believe Michael Dell, who owns 16 percent of Dell, will in the end raise his offer if he sees no other alternative — despite what his side is saying.
If his bid ultimately fails, Icahn plans to put up a slate of directors at the company's annual meeting next month who would support a recapitalization in which shareholders get $14 a share and keep 28 percent of the shares.
The Dell committee earlier had knocked Icahn's proposal, saying there were funding gaps. It also claimed that Icahn's offer lacked credibility.
jkosman@nypost.com
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