Dell Technologies will ask holders of tracking stock tied to its software company VMware to vote on its US$21.7 billion cash-and-stock offer to buy it back from them.

The move sets Dell on a collision course with some investors opposing the offer, including billionaire Carl Icahn, who owns 8.3 per cent of the tracking stock.

Icahn has told other investors that the deal would unfairly give $11 billion in value to Dell’s controlling shareholders, founder Michael Dell and private equity firm Silver Lake.

Dell issued the tracking stock in 2016 to buy data storage company EMC for $67 billion because it could not pay for the entire deal in cash. EMC owned a majority stake in VMware, which Dell inherited.