A special committee of the board of directors of Dell Inc. (NASDAQ: DELL) this morning recommended that the company’s shareholders accept the merger agreement being offered by founder and CEO Michael Dell and Silver Lake Partners.

The committee essentially rejected a proposed offer from activist investor Carl Icahn because the offer may be insufficiently capitalized. A souring market for personal computers coupled with the risks associated with Dell’s transition to an enterprise solutions business led the committee to conclude that the Dell/Silver Lake offer was superior.

Michael Dell and Silver Lake have offered $13.65 a share in cash in a deal valued at $24.4 billion. Icahn’s offer included a $12 per share special dividend, boosting the potential per share offer by about $10 a share.

The board’s committee noted a “significant liquidity gap in the recapitalization proposed by Icahn/Southeastern that could reduce the promised $12.00 per share special dividend to $9.35 per share — and to $8.50 per share if Icahn/Southeastern are the only shareholders electing the equity stub instead of cash.”

In a presentation filed with the Securities and Exchange Commission, the board’s committee noted that Icahn and Southeastern Asset Management did not provide details of their offer and projected a $3.9 billion funding shortfall.

Dell’s shares are trading fractionally higher in the first half hour this morning, at $13.43 in a 52-week range of $8.69 to $14.64.

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