Dell Special Committee Statement Regarding Carl Icahn’s Demand That Dell
Pursue Leveraged Recapitalization
ROUND ROCK, Texas -- March 7, 2013
The Special Committee of the Board of Directors of Dell Inc. (NASDAQ: DELL)
today issued the following statement in response to a letter it received from
Carl Icahn urging that Dell pursue a leveraged recapitalization and pay a
$9.00 per share dividend if the agreed going-private transaction at $13.65 per
share, which was announced on February 5, 2013, is voted down by shareholders.
The text of the letter is attached.
“The Special Committee is currently conducting a robust ‘go-shop’ process to
determine if there are third parties interested in proposing alternative
transactions that could be superior for Dell’s public shareholders to the
going-private transaction -- and we welcome Carl Icahn and all other
interested parties to participate in that process. Evercore Partners, an
independent financial advisor to the Special Committee, is actively soliciting
third parties to determine their potential interest and is incentivized to
find a superior proposal if one exists. The process will run through March 22,
2013, after which negotiations will continue if a potentially superior
proposal emerges. Our goal is to secure the best result for Dell’s public
shareholders -- whether that is the announced transaction or an alternative.”
The Special Committee, consisting of four independent Dell directors, is being
advised by independent financial advisors, JP Morgan and Evercore Partners,
and an independent legal advisor, Debevoise & Plimpton LLP.
Icahn Enterprises L.P.
March 5, 2013
Board of Directors
One Dell Way
Round Rock, Texas 78682
Attn.: Laurence P. Tu
Senior Vice President, General Counsel and Secretary
Re: Agreement and Plan of Merger, dated as of February 5, 2013
(the "Going Private Transaction").
Dear Board Members:
We are substantial holders of Dell Inc. shares. Having reviewed the
Going Private Transaction, we believe that it is not in the best
interests of Dell shareholders and substantially undervalues the
Rather than engage in the Going Private Transaction, we propose that
Dell announce that in the event that the Going Private Transaction is
voted down by shareholders, Dell will immediately declare and pay a
special dividend of $9 per share comprised of proceeds from the
following sources: (1) $4.26 per share, or $7.4 Billion, from
available cash as proposed in the Going Private Transaction, (2) $1.73
per share, or $3 Billion, from factoring existing commercial and
consumer receivables as proposed in the Going Private Transaction, and
(3) $4.26, or $5.25 Billion in new debt.
We believe that such a transaction is superior to the Going Private
Transaction because we value the proforma "stub" at $13.81 per share
using a discounted cash flow valuation methodology based on a
consensus of analyst forecasts. The "stub" value of $13.81 combined
with our proposed $9.00 special dividend gives Dell shareholders a
total value of $22.81 per share, representing a 67% premium to the
$13.65 per share price proposed in the Going Private Transaction. We
have spent a great deal of time and effort in determining the $22.81
per share value and would be pleased to meet with you to share our
analysis and to understand why you disagree, if you do.
We hope that this Board will agree to adopt our proposal by publicly
announcing that the Board is committed to implement our proposal if
the Going Private Transaction is voted down by Dell shareholders. This
would avoid a proxy fight.
However, if this Board will not promise to implement our proposal in
the event that the Dell shareholders vote down the Going Private
Transaction, then we request that the Board announce that it will
combine the vote on the Going Private Transaction with an annual
meeting to elect a new board of directors. We then intend to run a
slate of directors that, if elected, will implement our proposal for a
leveraged recapitalization and $9 per share dividend at Dell, as set
forth above. In that way shareholders will have a real choice between
the Going Private Transaction and our proposal. To assure shareholders
of the availability of sufficient funds for the prompt payment of the
dividend, if our slate of directors is elected, Icahn Enterprises
would provide a $2 billion bridge loan and I would personally provide
a $3.25 billion bridge loan to Dell, each on commercially reasonable
terms, if that bridge financing is necessary.
Like the “go shop" period provided in the Going Private Transaction,
your fiduciary duties as directors require you to call the annual
meeting as contemplated above in order to provide shareholders with a
true alternative to the Going Private Transaction. As you know, last
year's annual meeting was held on July 13, 2012 (and indeed for the
past 20 years Dell's annual meetings have been held in this time
frame) and so it would be appropriate to hold the 2013 annual meeting
together with the meeting for the Going Private Transaction, which you
have disclosed will be held in June or early July.
If you fail to agree promptly to combine the vote on the Going Private
Transaction with the vote on the annual meeting, we anticipate years
of litigation will follow challenging the transaction and the actions
of those directors that participated in it. The Going Private
Transaction is a related party transaction with the largest
shareholder of the company and advantaging existing management as
well, and as such it will be subject to intense judicial review and
potential challenges by shareholders and strike suitors. But you have
the opportunity to avoid this situation by following the fair and
reasonable path set forth in this letter.
Our proposal provides Dell shareholders with substantial cash of $9
per share and the ability to continue as owners of Dell, a stock that
we expect to be worth approximately $13.81 per share following the
dividend. We believe, as apparently docs Michael Dell and his partner
Silver Lake, that the future of Dell is bright. We see no reason that
the future value of Dell should not accrue to ALL the existing Dell
shareholders - not just Michael Dell.
As mentioned in today's phone call, we look forward to hearing from
you tomorrow to discuss this matter without the need for us to bring
this to the public arena.
Very truly yours,
Icahn Enterprises L.P.
Carl C. Icahn
Chairman of the Board
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
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 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, firstname.lastname@example.org.
Contacts for the Special Committee:
Sard Verbinnen & Co.
George Sard/Paul Verbinnen/Jim Barron/Matt Benson, 212-687-8080
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