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Memo to Michael Dell and Carl Icahn

Somebody has to blink.
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Memo to Michael Dell and Carl Icahn: Walk away from Dell (DELL).

After what I heard yesterday from all of the tech companies I follow, Dell is worth perhaps less than the $9 per share this whole fiasco -- this huge sideshow to the reality of this company and this industry -- started at.

First, if you listen to Intel (INTC), if you listen to Microsoft (MSFT), you know that the personal computer is in a horrendous secular decline. Sure, some of it is being replaced by tablets and cellphones, but the bread-and-butter personal computer is going to decline by more than 10% this year and I believe it will be even worse next year.

Attempts to revive it using the Microsoft Surface have failed already. That's what happens when you take a $900 million charge for a new product before it's even in distribution. That new device, important for the consumer business of Dell will, it sounds like to me, be off the shelves and gone this time next year.

Second, we know from Intel that there are no chips so exciting as to mean anything to most users, individual or the enterprise. Sure Moore's law could be alive, and the chips keep getting smaller and smaller. But unless you work at NASA and want to put a man on the moon, you don't need that power.

Yes, Intel says when it gets the new chips needed to power the ultra-mobile units that come out in the fall, maybe there will be a bump. But it is more likely that Lenovo will come up with some cheap device that will cut Dell's profit margins to shreds.

Basically, Dell is selling color TV sets at this point. That's right, big color TV sets, and not even the sexy flat panels, just the ones that Zenith, Admiral, JVC, and Philips used to make. The ones that they can't give away at Best Buy (BBY), except when your kids go to college and they insist on a TV -- that is if they even bother to hook one up any more as they are conditioned to watching on tablets these days.

Oh, and let's be sure, Apple (AAPL) has the equivalent of the sexy flat TV panel sets with its personal computer division, but even it has become a back-to-school item -- for the schools that support Apple, that is.

Third, the absurdity of believing that the server business of Dell -- coupled with its big service contracts -- can be the bedrock of new Dell has been defrocked this quarter. It's all cloud, and in the cloud, we don't need anything special in a laptop. Plus, the clients for Dell, many of whom are governments and universities and many of whom are in Europe, are about as bad as you can get. They are all strapped. They can hold off, certainly long enough to see Dell use up all of its cash and go into chapter 11.

Fourth, there is absolutely no doubt in my mind that Hewlett-Packard (HPQ) can afford to give away personal computers to wipe out Dell in a two-year period. Remember, Meg Whitman has reinvigorated the balance sheet; it can be done without crushing Hewlett-Packard.

Finally, we know from SAP (SAP) that China and Asia have has slowed for enterprise hardware and software so the biggest growth market out there has really gotten hammered in the last few months.

Given all this, and that the switch to mobility has happened so fast that neither Intel, Microsoft nor Google (GOOG), as of last night, has seen it coming at this velocity, Dell is probably doomed even if it just stays public, let alone if it used all of its cash to buy the company or a huge chunk of it. Only a moron would take the chance with the debt it has to issue.

Right now, one of you, Icahn or Dell, must blink. No one wants to be stuck with this company. Let it come down perhaps to $8 and hope that it survives. I don't know if it will even it stays public or doesn't ladle on the debt.

Yes, indeed, it is that bad.

Action Alerts PLUS, which Cramer co-manages as a charitable trust, is long AAPL.