Icahn, who owns 9.3 percent of Dell, called the proposed deal a “conflicted transaction that benefits the controlling stockholders, at the expense of the DVMT stockholders”.
Dell in July said it would pay $21.7 billion in cash and stock to buy back shares tied to its interest in software company VMware returning the company to the stock market without an initial public offering.
Icahn and other hedge fund investors have resisted the plan, saying the proposed deal massively undervalues the tracking stock.
“We believe this is a threat blatantly deployed in an attempt to coerce DVMT stockholders to vote in favor of the merger, or else risk the unknown consequences of the forced IPO conversion”, Icahn said.