Dell Special Committee Issues Statement Regarding Its Evaluation of Strategic Alternatives

  Dell Special Committee Issues Statement Regarding Its Evaluation of
  Strategic Alternatives

Business Wire

ROUND ROCK, Texas -- March 6, 2013

The Special Committee of Dell’s Board of Directors today issued the following
statement regarding its evaluation of Dell’s (NASDAQ:DELL) strategic

“The Special Committee, consisting solely of independent directors and working
with our independent legal and financial advisors, undertook a rigorous
process, over a period of more than five months, to evaluate Dell’s current
risks, opportunities and strategic alternatives. The alternatives included
continuing with or modifying the Company’s existing business plan, conducting
a leveraged recapitalization, changing the dividend policy, and potentially
selling all or parts of the business.

“As a result of that process, the Special Committee unanimously determined
that the sale of the Company would be the best alternative for stockholders.
We negotiated aggressively to ensure that stockholders received the best
possible value and agreed to a $13.65 per share transaction that provides
value certainty at a 37% premium above the average price for the 90 days
before rumors regarding the transaction surfaced.

“We further insisted on a number of important provisions in the transaction to
protect and maximize value for stockholders. These include a low break-up fee
and a robust go-shop process under a fee structure that incentivizes our
financial advisor, Evercore, to find a superior deal if one exists. Evercore
is actively soliciting potential alternative proposals now in a process that
concludes March 22, and we will continue negotiations past that date if a
potentially superior proposal emerges. We also insisted on a requirement that
holders of a majority of the shares not held by Mr. Dell or members of
management approve the transaction before it can be completed.

“The Special Committee has worked hard, and continues to work hard, to produce
the best outcome for Dell’s shareholders.”

Media Contacts for the Special Committee:
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
Sard Verbinnen & Co.
(212) 687-8080

Forward-looking Statements

Any statements in these materials 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 the materials 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 February 3, 2012, which was filed with the
SEC on March 13, 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. These materials do 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

Investors will be able to obtain a free copy of documents filed with the SEC
at the SEC’s website at In addition, investors may obtain
a free copy of the Company’s filings with the SEC from the Company’s website
at or by
directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn:
Investor Relations, (512) 728-7800,

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 February 3, 2012 and in
its definitive proxy statement filed with the SEC on Schedule 14A on May 24,


Media Contacts for the Special Committee:
Sard Verbinnen & Co.
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
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