The Dell board is standing behind a buyout offer from the company's CEO and founder, and it has asked shareholders of the slumping PC maker to approve the deal in a July 18 vote.
The company's announcement Friday is the latest volley in a battle with prominent shareholders over the company's future and Michael Dell's role in it.
Dell directors unanimously recommended an offer from Michael Dell and the investment firm Silver Lake Partners to take the company private for $24.4 billion, or $13.65 per share, according to filings with the Securities and Exchange Commission.
A board special committee told shareholders in an open letter Friday that Michael Dell's plan was the best option, and that it offered certainty and "a very material premium" in a challenging business environment. It noted that the price represented a premium of about 37 percent over the stock's average closing price in the months before rumors about a potential deal surfaced.
But Dell's largest independent shareholder, Southeastern Asset Management Inc., urged shareholders in a letter on Friday to reject Michael Dell's offer. It said it that it will provide more details about its own offer in the near future.
"We are a long-term investor in Dell and (like you) we care about our investment," the letter said.
Southeastern teamed with billionaire investor Carl Icahn earlier this month to pitch an alternative plan that would let Dell shareholders keep their stake in the company and give them either $12 per share in cash or additional shares.
Dell's committee has said that it needs more information on that proposal. The committee also said Friday that shareholders would face substantial risks if the company took on debt to pay for a special payout, a process known as "leveraged recapitalization." With the buyout, the risk shifts to the parties buying the company.