The panel said that "no superior offer has materialized" since the proposal was unveiled in February in which Michael Dell, with the investment fund Silver Lake Partners, would take Dell private in a USD 24.4 billion buyout.
"Dell's independent directors unanimously recommend that you vote to approve the transaction by voting 'FOR' the Michael Dell/Silver Lake merger agreement," said a letter to shareholders.
"We carried out a rigorous sale process calculated to obtain the highest price available... 21 strategic and 52 financial buyers were contacted and a number of parties conducted diligence, although no superior offer has materialized."
An alternative plan was proposed by corporate raider Carl Icahn in which Dell would remain publicly traded but undergo a leveraged recapitalization with new management.
Icahn and other dissident shareholders, who hold around 13 per cent of Dell shares, called the planned buyout a "giveaway."
But the Dell board committee said details of the bid were too vague, and declined to act further on the proposal without additional information.
The move, which would delist the company from stock markets, could ease some pressure on Dell, which is cash-rich but has seen profits slump, as it tries to reduce dependence on the slumping market for personal computers.
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