The $25 million sum is attributed to out-of-pocket expenses tied to a possible bid Icahn made for the computer company. In order to be reimbursed, Icahn must agree not to sue the company or run a proxy fight against Dell’s board—a stipulation to prevent Icahn from trying to get his own director nominees elected in the event the board avoided his bid and agreed on the proposed sale to founder Michael Dell and Silver Lake.
Silver Lake and the Blackstone Group have already agreed to similar terms in exchange for their own reimbursement.
“Our goal is to create a truly level playing field in which the best transaction would prevail,” the Dell special committee wrote in a letter to Mr. Icahn. “Absent a commitment on your part to play on such a field, we must respectfully decline your request for expense reimbursement.”
The billionaire investor requested the reimbursement after discovering that Blackstone had requested to be reimbursed for up to $25 million. Both Blackstone and the Silver Lake-Michael Dell groups are currently doing due diligence on the computer company.