c.2013 New York Times News Service

c.2013 New York Times News Service

A Delaware judge Friday denied a bid by Carl C. Icahn to derail a vote on a nearly $25 billion takeover bid for Dell Inc., dealing a blow to his fight against the buyout offer.

During the hearing, Chancellor Leo Strine of Delaware’s Court of Chancery repeatedly rebuffed suggestions by Icahn that a special committee of Dell’s board improperly favored the deal proposed by the company’s founder, Michael S. Dell, and the investment firm Silver Lake.

His ruling means that the takeover bid will proceed toward a shareholder vote scheduled for Sept. 12. Investors will have the chance to vote on the buyout bid of $13.88 a share, an improvement on the original offer of $13.65 a share.

Dell shareholders will also vote on the company’s board at an annual meeting Oct. 17, although that would most likely be irrelevant if the deal is approved.

“As a result of today’s court ruling, we remain on course for a Sept. 12 shareholder vote on the pending buyout transaction,” a spokesman for Dell, David Frink, said in statement.

Icahn wasn’t immediately available for comment. A spokesman for his main ally, Southeastern Asset Management, declined to comment.

Shares in Dell rose slightly Friday, to $13.82.

Icahn had sued Dell in the Delaware court, hoping that Strine would stymie the vote on the takeover bid. Icahn was also seeking to move up the company’s annual meeting, potentially aiding his effort to replace the company’s entire board.

Icahn and Southeastern had also sought to nullify a decision by the Dell special committee to change the voting requirements of the proposed sale and its record date, both meant to ease the chances that the deal will succeed.

Instead of requiring a majority of all independent shares to be voted in favor of Dell’s takeover, the special committee will now accept a majority of shares voted, meaning that shares not voted will not be counted as “no” votes. The committee also moved the record date, the day by which shareholders must have held shares to qualify to vote on the deal, to Aug. 13 from June 3, which would let in more shareholders considered likely to vote in favor of the transaction.