The Special Committee of Dell's Board of Directors, which negotiated the PC maker's $24.4 billion buyout, says that the deal would be the best choice for the company.

The Special Committee, consisting of independent directors and working with our independent legal and financial advisors, undertook a process, over a period of more than five months, to evaluate Dell's current risks, opportunities and strategic alternatives. The alternatives included continuing with or modifying the company?s existing business plan, conducting a leveraged recapitalization, changing the dividend policy, and potentially selling all or parts of the business.

"As a result of that process, the Special Committee unanimously determined that the sale of the Company would be the best alternative for stockholders," Dell Comittes said in a statement today.

"We negotiated aggressively to ensure that stockholders received the best possible value and agreed to a $13.65 per share transaction that provides value certainty at a 37% premium above the average price for the 90 days before rumors regarding the transaction surfaced."

CEO Michael Dell, backed by other investors led by investment firm Silver Lake, is trying to buy out the company he founded for $13.65 per share.

Southeastern Asset Management, the investment firm that owns an 8.4 percent stake in Dell, has demanded the names of other shareholders, possibly in an effort to oppose the deal.

Citing unidentified sources, CNBC reported Wednesday that billionaire Carl Icahn has been accumulating up to 100 million shares of Dell stock.