Icahn, who owns a $1 billion stake in Dell, is part of a group of shareholders opposed to a proposal by founder Michael Dell and private equity firm Silver Lake to take the company private.
Icahn and private equity company Blackstone have each offered alternative that would keep part of the company public. They have had preliminary talks about working together.
Southeastern Asset Management, the activist investor that owns 8.4 percent of Dell, said earlier this month the computer maker's evaluation of a $24.4 billion leveraged buyout deal with its founder and buyout firm Silver Lake was flawed.
Southeastern published a letter it sent to Dell's board of directors asserting the company's March 29 proxy statement failed to make a compelling case for shareholders to accept the $13.65 per share offer from Michael Dell and Silver Lake. The letter says Dell's special committee did not properly explore all options.
Dell was regarded as a model of innovation as recently as the early 2000s but has struggled to make up for declining market share of the global PC market.