Michael Dell’s offer gets boost at last minute

Icahn, other shareholders say fight for control of PC maker is not over

ROUND ROCK, Texas — Just when it looked as if he might be vanquished, Dell CEO Michael Dell has regained the advantage in a lengthy battle to buy the slumping personal computer maker that he founded nearly 30 years ago. He did it by persuading the company’s board to accept a slightly better offer that adds a one-time dividend in exchange for a pivotal change in how shareholders will vote on the deal.

The latest twist in the sixmonth saga emerged Friday shortly before Dell Inc. was scheduled to hold a shareholder vote on the company’s proposed sale to Michael Dell and investment firm Silver Lake Partners for $24.4 billion, or $13.65 per share.

Michael Dell wants to further diversify a company that has had trouble adapting to the growing use of smartphones and tablet computers over the desktops and laptops that Dell Inc. makes. He believes he has a better chance of turning the company around in the long term if it is in private hands, away from the quarter-to-quarter scrutiny ofWall Street.

But the deal to buy out the company appeared destined to fail at that price, which had been skewered as a ripoff by a throng of rebellious shareholders led by billionaire Carl Icahn and a longtime company shareholder, Southeastern Asset Management. The vote had already been delayed twice as Michael Dell’s group tried to rally support.

In a Friday statement, Icahn said ‘‘the war regarding Dell is far from over.’’ He vowed to keep fighting Michael Dell’s takeover attempt. And Southeastern Asset said it’s ‘‘extremely disappointed’’ with the decision of Dell’s board.

Last week, Michael Dell and Silver Lake submitted a higher bid of $24.6 billion, or $13.75 per share, but conditioned that on the company’s board revising the voting rules to make passage easier. The board rejected that.

Faced with almost certain defeat on the lower bid price, Michael Dell and Silver Lake struck a new agreement Friday that further sweetens the bid. The new offer was enough to get the board to reconsider and grant the buyers’ request for a crucial revision in the voting rules.

Friday’s offer will probably be enough to gain support from major mutual funds that hold Dell’s stock, as well as recent investors ‘‘who are ready to take their dollars and move on,’’ said University of Michigan law and business professor Erik Gordon, who has been following the buyout efforts.

In a sign that investors are confident the deal will get done, Dell’s stock climbed 73 cents, or 5.6 percent, to close Friday at $13.68.

Dell Inc. called Friday’s meeting to order and quickly adjourned it without a vote. With the third postponement, the vote is now scheduled for Sept. 12, five weeks before the company’s regular, annual shareholder meeting.