FORTUNE — Carl Icahn has became the largest outside shareholder in Dell Inc., as part of his continuing effort to scuttle a $13.65 per share buyout bid from Michael Dell and Silver Lake Partners. He also seems to have changed his strategy.
The activist investor today announced that he has purchased around 72 million shares from Southeastern Asset Management, the mutual fund manager with whom Icahn has been working to construct a rival offer for Dell. That increases Icahn’s ownership stake to around 8.03%, while leaving SAM with a 3.45% position.
Kind of strange, given that Icahn and SAM already are on the same team. Or, put another way, this deal doesn’t give either of them more opposition votes. Apparently the theory is that an outspoken activist would be more effective with the shares than would a longer-term investor like SAM, although it’s not entirely clear why.
Also unclear is what price Icahn is paying SAM for its shares — although chances are it’s well below the $24 per share that SAM argued Dell should be worth just four months ago. In fact, it may even be below the $13.65 being offered by Michael Dell (under a theory that the remaining shares will make up the difference and then some).
[UPDATE: Yup, he paid less]
Icahn has said repeatedly that he truly wants to buy Dell, not just make a couple of basis points on his original investment by forcing Michael Dell to raise his initial offer. But he still has not put together a fully-financed bid, and today seemed to table it altogether. In conjunction with the SAM announcement, Icahn sent a letter to Dell’s board — asking that it launch a $16 billion tender offer for up to 1.1 billion shares. That would work out to $14 per share, or just 2.56% higher than what Michael Dell and Silver Lake are offering.
Icahn has pledged that neither he nor SAM would sell into the tender, meaning that other existing shareholders (including Michael Dell) theoretically could sell more than 70% of their position at the higher price.
The tender would be financed, in part, via the $5.2 billion of debt that Icahn already had been raising for a recapitalization plan that he now seems to have scrapped (blaming Dell’s special committee for muddying the waters). Icahn writes that he is “on target” toward hitting that figure, although he has not publicly disclosed any commitments beyond what the $3.6 billion that was already in hand last month (including up to $1.6b from Jefferies & Co. And $2b from his own accounts).
In other words, Icahn seems to be in the same position he was last month. Or possibly worse, given that rising rates may have made financing even tougher to obtain.
Then again, maybe Icahn really can leverage that extra ownership stake to influence other shareholders. He also may actually have preferred a tender offer all along, but initially tried the recap route because it was the only way to create a “superior offer.”
In the meantime, time is running out on the tech world’s longest-running buyout drama. The shareholder meeting is in one month from today.
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