"We think that -- after six months -- the time for soliciting is over. It's time to vote. Do not move election day again. This is not a banana republic," Icahn wrote in a letter to the company's special committee, which is charged with reviewing offers to take the company private and is backing the Dell-Silver Lake proposal.
Icahn has a history of opposing such deals involving technology companies. Icahn dueled with Yahoo's board in 2008 after the company rejected a buyout offer from Microsoft.
Icahn's duel with Dell is purely about dollars and not the company's future business strategy, said Charles King, principal analyst at Pund-IT. Icahn's deal looks better on paper, but if he takes over the company, he will struggle to direct the company's strategy going forward, King said.
The company's business largely revolves around the struggling PC market, but it hopes to increase its presence in the enterprise market.
"If Icahn wins the support of shareholders, I wish him and the company well," King said. "In a case like this, the monetary value that shareholders receive is not everything involved."
The deal offered by Icahn may be higher, but it will strap Dell for cash on hand and load the company with debt obligations. That is not good for the company in the long run, King said.
But Dell has made some shrewd deals in the past, acquiring dozens of companies since 2007 from which good value has been squeezed. Dell has not overpaid for companies compared to, for instance, Hewlett-Packard, which overpaid for companies like 3Par, Autonomy and Palm.
"Michael Dell has put a lot of thought [into] the company's value at this point," King said. "He certainly wants to get a good deal."