"Based on a preliminary vote tally from the special meeting of stockholders, Dell stockholders have approved the proposal in which Michael Dell, Dell's Founder, Chairman and CEO, will acquire Dell in partnership with global technology investment firm Silver Lake Partners," the Texas-headquartered firm said in a statement.
Dell stockholders will receive USD 13.75 in cash for each share they hold, besides a special cash dividend of USD 0.13 per share to stockholders of record as of a date prior to the effective time of merger, for total consideration of USD 13.88 per share in cash, it added.
Earlier this week, Icahn ended his months-long efforts to block Michael Dell's USD 25 billion offer to take the firm, he founded in 1984, private.
"The agreement also guarantees regular quarterly dividend of USD 0.08 per share for the fiscal third quarter would be paid to holders of record as of a date prior to closing. The total transaction is valued at approximately USD 24.9 billion," the statement said.
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The deal is expected to close before the end of third quarter of Dell's fiscal year 2014.
On shareholders' approval, Dell said: "As a private enterprise, with a strong private-equity partner, we'll serve our customers with a single-minded purpose and drive the innovations that will help them achieve their goals."
Gartner Research Director Adrian O'Connell said: "Although, the company is going private from technology and strategy point of view, we do not expect any major shift."
"There are challenges in various parts of the business, not just technology wise but market coverage and other things. This will take some time to change. Going private will give Dell more flexibility in terms of raising funds, acquisitions, etc," Gartner said.
It has offices in eight cities, including Bangalore, Hyderabad, Delhi and Chennai. It also has a manufacturing facility in Tamil Nadu, set up in 2006.
Dell India accounts for the company's largest employee base outside the US. It employs 110,000 people globally.
According to research firm IDC's April-June 2013 data, Dell holds 11 per cent PC market share in India the second largest after Hewlett-Packard, which controls 34.1 per cent.