Earlier this month, Icahn and Southeastern offered $12 in cash per share or additional shares to existing investors as an alternative to Michael Dell's $24.4 billion bid to take the company private.
"Please understand that unless we receive information that is responsive to our May 13 letter, we are not in a position to evaluate whether your proposal meets that standard," the special committee said.
The committee had on May 13 asked Icahn and his ally Southeastern for more details on their proposed offer.
It had said it was not clear Icahn intended to make "an actual acquisition proposal that the Board could evaluate" or if he intended his offer as an alternative in the event the pending sale to Silver Lake and Michael Dell is not approved.
Dell reported a 79 percent slide in quarterly profit last week as personal computer sales continued to shrink.
(Reporting by Sayantani Ghosh in Bangalore; Editing by Roshni Menon)
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