Dell Enters into Agreement to Be Acquired by Michael Dell and Silver Lake

  Dell Enters into Agreement to Be Acquired by Michael Dell and Silver Lake

  *Dell stockholders to receive $13.65 per share in cash
  *Transaction valued at approximately $24.4 billion
  *Transaction implies a 37 percent premium over the average closing share
    price during the previous 90 calendar days ending Jan. 11, 2013

Business Wire

ROUND ROCK, Texas -- February 5, 2013

Dell Inc. today announced it has signed a definitive merger agreement under
which Michael Dell, Dell’s Founder, Chairman and Chief Executive Officer, in
partnership with global technology investment firm Silver Lake, will acquire
Dell.

Under the terms of the agreement, Dell stockholders will receive $13.65 in
cash for each share of Dell common stock they hold, in a transaction valued at
approximately $24.4 billion. The price represents a premium of 25 percent over
Dell’s closing share price of $10.88 on Jan. 11, 2013, the last trading day
before rumors of a possible going-private transaction were first published; a
premium of approximately 35 percent over Dell’s enterprise value as of Jan.
11, 2013; and a premium of approximately 37 percent over the average closing
share price during the previous 90 calendar days ending Jan. 11, 2013. The
buyers will acquire for cash all of the outstanding shares of Dell not held by
Mr. Dell and certain other members of management.

The Dell Board of Directors acting on the recommendation of a special
committee of independent directors unanimously approved a merger agreement
under which Michael Dell and Silver Lake Partners will acquire Dell and take
the company private subject to a number of conditions, including a vote of the
unaffiliated stockholders. Mr. Dell recused himself from all Board discussions
and from the Board vote regarding the transaction.

A Special Committee was formed after Mr. Dell first approached Dell’s Board of
Directors in August 2012 with an interest in taking the company private. Led
by Lead Director Alex Mandl, the Special Committee retained independent
financial and legal advisors J.P. Morgan and Debevoise & Plimpton LLP to
advise the Special Committee with respect to its consideration of strategic
alternatives, the acquisition proposal and the subsequent negotiation of the
merger agreement.

The Special Committee also engaged a leading management consulting firm to
conduct an independent analysis, including a review of strategic alternatives
for Dell and opportunities for the company as a public entity, and thereafter
engaged Evercore Partners.

The merger agreement provides for a so-called “go-shop” period, during which
the Special Committee – with the assistance of Evercore Partners – will
actively solicit, receive, evaluate and potentially enter into negotiations
with parties that offer alternative proposals. The initial go-shop period is
45 days. Following that period, the Special Committee will be permitted to
continue discussions and enter into or recommend a transaction with any person
or group that submitted a qualifying proposal during the 45-day period. A
successful competingbidder who makes a qualifying proposal during the initial
go-shop period wouldbear a $180 million (less than 1 percent) termination
fee. Fora competing bidder who did not qualify during the initial go-shop
period,the termination feewould be $450 million.

Mr. Mandl, lead director of Dell’s Board of Directors, said: “The Special
Committee and its advisors conducted a disciplined and independent process
intended to ensure the best outcome for shareholders. Importantly, the go-shop
process provides a real opportunity to determine if there are alternatives
superior to the present offer from Mr. Dell and Silver Lake.”

Mr. Dell said: “I believe this transaction will open an exciting new chapter
for Dell, our customers and team members. We can deliver immediate value to
stockholders, while we continue the execution of our long-term strategy and
focus on delivering best-in-class solutions to our customers as a private
enterprise. Dell has made solid progress executing this strategy over the past
four years, but we recognize that it will still take more time, investment and
patience, and I believe our efforts will be better supported by partnering
with Silver Lake in our shared vision. I am committed to this journey and I
have put a substantial amount of my own capital at risk together with Silver
Lake, a world-class investor with an outstanding reputation. We are committed
to delivering an unmatched customer experience and excited to pursue the path
ahead.”

"Michael Dell is a true visionary and one of the preeminent leaders of the
global technology industry," said Egon Durban, a Silver Lake Managing Partner.
"Silver Lake is looking forward to partnering with him, the talented
management team at Dell and the investor group to innovate, invest in
long-term growth initiatives and accelerate the company's transformation
strategy to become an integrated and diversified global IT solutions
provider."

Following completion of the transaction, Mr. Dell, who owns approximately 14
percent of Dell’s common shares, will continue to lead the company as Chairman
and Chief Executive Officer and will maintain a significant equity investment
in Dell by contributing his shares of Dell to the new company, as well as
making a substantial additional cash investment. Dell will continue to be
headquartered in Round Rock, Texas.

The transaction will be financed through a combination of cash and equity
contributed by Mr. Dell, cash funded by investment funds affiliated with
Silver Lake, cash invested by MSD Capital, L.P., a $2 billion loan from
Microsoft, rollover of existing debt, as well as debt financing that has been
committed by BofA Merrill Lynch, Barclays, Credit Suisse and RBC Capital
Markets (in alphabetical order), and cash on hand. There is no financing
condition.

The transaction is subject to other customary conditions, including receipt of
required regulatory approvals, in addition to the Dell stockholder approvals
described above. The transaction is expected to close before the end of the
second quarter of Dell’s FY2014.

For further information regarding all terms and conditions contained in the
definitive merger agreement, please see Dell’s Current Report on Form 8-K,
which will be filed in connection with this transaction.

J.P. Morgan and Evercore Partners are acting as financial advisors and
Debevoise & Plimpton LLP is acting as legal advisor to the Special Committee
of Dell’s Board of Directors. Goldman, Sachs & Co. is acting as financial
advisor and Hogan Lovells US LLP is acting as legal advisor to Dell. Wachtell,
Lipton, Rosen & Katz is acting as legal advisor to Mr. Dell. BofA Merrill
Lynch, Barclays, Credit Suisse and RBC Capital Markets (in alphabetical order)
are acting as financial advisors to Silver Lake, and Simpson Thacher &
Bartlett LLP is acting as legal advisor to Silver Lake.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide
innovative technology, business solutions and services they trust and value.
For more information, visit www.Dell.com. You may follow the Dell Investor
Relations Twitter account at: http://twitter.com/Dellshares. To communicate
directly with Dell, go to www.Dell.com/Dellshares.

About Silver Lake

Silver Lake is the global leader in private investments in technology and
technology-enabled industries. Silver Lake invests with the strategic and
operational insights of an experienced industry participant. The firm has over
100 investment professionals and value creation specialists located in New
York, Menlo Park, San Francisco, London, Hong Kong, Shanghai and Tokyo and
manages approximately $14 billion. The Silver Lake portfolio includes or has
included technology industry leaders such as Alibaba, Allyes, Ameritrade,
Avago, Avaya, Business Objects, Flextronics, Gartner, Gerson Lehrman Group,
Groupon, Instinet, Intelsat, Interactive Data Corporation, IPC Systems, MCI,
Mercury Payment Systems, MultiPlan, the NASDAQ OMX Group, NetScout, NXP,
Sabre, Seagate Technology, Serena Software, Skype, Spreadtrum, SunGard Data
Systems, UGS, Vantage Data Centers and Zynga. For more information about
Silver Lake and its entire portfolio, please visit www.silverlake.com.

Forward-looking Statements

Any statements in this press release about prospective performance and plans
for the Company, the expected timing of the completion of the proposed merger
and the ability to complete the proposed merger, and other statements
containing the words “estimates,” “believes,” “anticipates,” “plans,”
“expects,” “will,” and similar expressions, other than historical facts,
constitute forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Factors or
risks that could cause our actual results to differ materially from the
results we anticipate include, but are not limited to: (1)the occurrence of
any event, change or other circumstances that could give rise to the
termination of the merger agreement; (2)the inability to complete the
proposed merger due to the failure to obtain stockholder approval for the
proposed merger or the failure to satisfy other conditions to completion of
the proposed merger, including that a governmental entity may prohibit, delay
or refuse to grant approval for the consummation of the transaction; (3)the
failure to obtain the necessary financing arrangements set forth in the debt
and equity commitment letters delivered pursuant to the merger agreement;
(4)risks related to disruption of management’s attention from the Company’s
ongoing business operations due to the transaction; and (5)the effect of the
announcement of the proposed merger on the Company’s relationships with its
customers, operating results and business generally.

Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
included in this press release represent our views as of the date hereof. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as representing our
views as of any date subsequent to the date hereof. Additional factors that
may cause results to differ materially from those described in the
forward-looking statements are set forth in the Company’s Annual Report on
Form 10−K for the fiscal year ended February3, 2012, which was filed with the
SEC on March13, 2012, under the heading “Item 1A—Risk Factors,” and in
subsequent reports on Forms 10−Q and 8−K filed with the SEC by the Company.

Additional Information and Where to Find It

In connection with the proposed merger transaction, the Company will file with
the SEC and furnish to the Company’s stockholders a proxy statement and other
relevant documents. This press release does not constitute a solicitation of
any vote or approval. Stockholders are urged to read the proxy statement when
it becomes available and any other documents to be filed with the SEC in
connection with the proposed merger or incorporated by reference in the proxy
statement because they will contain important information about the proposed
merger.

Investors will be able to obtain a free copy of documents filed with the SEC
at the SEC’s website at http://www.sec.gov. In addition, investors may obtain
a free copy of the Company’s filings with the SEC from the Company’s website
at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by
directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn:
Investor Relations, (512) 728-7800, investor_relations@dell.com.

The directors, executive officers and certain other members of management and
employees of the Company may be deemed “participants” in the solicitation of
proxies from stockholders of the Company in favor of the proposed merger.
Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders of the Company
in connection with the proposed merger will be set forth in the proxy
statement and the other relevant documents to be filed with the SEC. You can
find information about the Company’s executive officers and directors in its
Annual Report on Form 10-K for the fiscal year ended February3, 2012 and in
its definitive proxy statement filed with the SEC on Schedule 14A on May 24,
2012.

Contact:

Media Contacts: 512-728-4100
or
Dell
David Frink, 512-728-2678
david_frink@Dell.com
or
Jess Blackburn, 512-728-8295
jess_blackburn@Dell.com
Investor Relations Contacts:
or
Robert Williams, 512-728-7570
robert_williams@Dell.com
or
David Mehok, 512-728-4225
david_mehok@Dell.com
or
Kekst & Co. Contact
Kekst & Co.
Todd Fogarty, 212-521-4854
todd-fogarty@kekst.com
 
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