Billionaire Carl Icahn, seeking to scuttle a buyout led by Silver Lake Management LLC, is asking Dell Inc investors to bet on a computer maker beset by rising competition, tumbling demand and a bigger debt load.

Icahn's deal, which would maintain Dell as a publicly traded company, includes $12 shares that investors would be paid in cash or additional Dell stock, according to a filing. The payout would dilute existing Dell shares, which Icahn said would have a value of at least $1.65 apiece. That compares with $13.65 a share in cash offered by Michael Dell and Silver Lake.

To prevail, Icahn will have to persuade those investors who want to keep an equity stake in Dell that fresh leadership can do a better job playing catch-up in cloud computing while managing greater debt and combating the biggest sales decline in the history of personal computing.