Dell Special Committee Receives Two Alternative Acquisition Proposals in “Go-Shop” Process

  Dell Special Committee Receives Two Alternative Acquisition Proposals in
  “Go-Shop” Process

Business Wire

ROUND ROCK, Texas -- March 25, 2013

The Special Committee of the Board of Dell Inc. (NASDAQ: DELL) today announced
that the “go-shop” period provided for in the merger agreement between the
company and entities owned by Michael Dell, Dell’s Founder, Chairman and Chief
Executive Officer, and investment funds affiliated with Silver Lake Partners,
has elicited two alternative acquisition proposals. One proposal was submitted
by a group affiliated with a private equity fund managed by Blackstone and the
other by entities affiliated with Carl Icahn. Both proposals are attached.

The Special Committee, consisting of four independent and disinterested
directors, has determined, after consultation with its independent financial
and legal advisors, that both proposals could reasonably be expected to result
in superior proposals, as defined under the terms of the existing merger
agreement. Therefore, each of the Blackstone and Icahn groups is an “excluded
party” and the Special Committee intends to continue negotiations with both.

The Special Committee also noted that Michael Dell has confirmed to the
Committee his willingness to explore in good faith the possibility of working
with third parties regarding alternative acquisition proposals.

Alex Mandl, Chairman of the Special Committee, said, “We are gratified by the
success of our go-shop process that has yielded two alternative proposals with
the potential to create additional value for Dell shareholders. We intend to
work diligently with all three potential acquirers to ensure the best possible
outcome for Dell shareholders, whichever transaction that may be.”

Pursuant to the existing merger agreement, subject to certain requirements,
the Special Committee has the right to terminate the agreement in order to
accept a superior proposal. The Special Committee has not determined that
either the Blackstone proposal or the Icahn proposal in fact constitutes a
superior proposal under the existing merger agreement and neither is at this
stage sufficiently detailed or definitive for such a determination to be
appropriate. There can be no assurance that either proposal will ultimately
lead to a superior proposal. While negotiations continue, the Special
Committee has not changed its recommendation with respect to, and continues to
support, the company's pending sale to entities controlled by Michael Dell and
Silver Lake Partners.

Prior to entering into the existing merger agreement, the Special Committee
undertook a rigorous process, over a period of more than five months, to
evaluate Dell’s risks, opportunities, and strategic alternatives. These
alternatives included continuing with or modifying the company’s existing
business plan, implementing 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 at a premium would be the best alternative for
stockholders, and negotiated aggressively to ensure that stockholders receive
the highest possible value, including securing provisions for a robust
“go-shop” process. The result was that a number of strategic and financial
parties entered into confidentiality agreements with the company and
Blackstone and Icahn submitted proposals.

The price of $13.65 per share in cash to be paid pursuant to the existing
merger agreement provides value certainty at a 37% premium to the average
price for the 90 days before rumors of the transaction surfaced. The Committee
noted that the Silver Lake Partners raised its bid six times by a total of
approximately $4 billion, or over 20%, during the course of negotiations.

Subject to applicable laws and regulations, the Special Committee undertakes
no obligation, to provide updates or make further statements regarding the
proposals received from Blackstone or Icahn, any revised proposals that may be
received from either of them or the status of discussions with either of them,
unless and until a definitive agreement is reached or such discussions are

The alternative acquisition proposals received from Blackstone and Icahn
follow here:


                          Boulder Acquisition Corp.

                  c/o Blackstone Management Partners L.L.C.

                                                                March 22, 2013


Special Committee of the Board of Directors of Dell Inc.
One Dell Way
Round Rock, Texas 78682
Attention: Alex Mandl, Presiding Director

Re: Acquisition Proposal and Request for Designation as “Excluded Party”

Dear Mr. Mandl:

On behalf of Boulder Acquisition Corp. (“AcquisitionCo”), Blackstone
Management Associates VI L.L.C. (in its capacity as general partner of
Blackstone Capital Partners VI L.P.), Francisco Partners III, LP, Insight
Venture Management, LLC and each of their respective affiliates, affiliated
funds and limited partners (all such persons and entities, together with
AcquisitionCo, being collectively referred to herein as the “Investor Group”),
we hereby submit this Acquisition Proposal and request prompt designation of
the Investor Group as an Excluded Party, as such terms are defined in the
Agreement and Plan of Merger by and among Dell Inc., a Delaware corporation
(“Dell”), and the Parent Parties (as defined therein) dated as of February 5,
2013 (the “Merger Agreement”).

Thank you for allowing us the access to management and data that we needed to
complete a preliminary review of the Dell business. We believe there is
significant upside in the Dell businesses, we see significant upside in the
value of Dell’s shares, and our proposed transaction structure (described
below) will deliver significantly greater value to your shareholders than the
value agreed to in the Merger Agreement.

As a result, we would like to proceed in the process to acquire Dell and
hereby submit, in accordance with the terms of the Merger Agreement, this
Acquisition Proposal. Subject to confirmatory due diligence and negotiation of
a mutually agreeable merger agreement (which we expect to include
substantially similar terms and conditions as the Merger Agreement, other than
certain changes to mechanical provisions required to implement the structure
of our Acquisition Proposal as described below), we are prepared to enter into
a definitive agreement to acquire Dell in a leveraged recapitalization
transaction where shareholders could choose to receive either all cash or
stock (subject to a cap), in each case valued in excess of $14.25 per share,
representing a Superior Proposal to the $13.65 cash purchase price agreed to
in the Merger Agreement.

We are prepared to invest the time and resources necessary to complete a
transaction along an expedited timeline, and we would contemplate providing
drafts of a definitive transaction agreement (which will include financing
commitment letters), along with our more detailed proposal as soon as possible
following the completion of satisfactory due diligence.


Our Acquisition Proposal contemplates a leveraged recapitalization transaction
with the following features:

  *Shareholders who wish to receive cash will have the opportunity to receive
    greater than $14.25 in cash per share for all of their shares.
  *Shareholders who wish to participate in the ongoing upside of the company
    will have the opportunity to remain as shareholders and receive shares
    (subject to a cap) valued in excess of $14.25, which shares would continue
    to be publicly traded on the Nasdaq.

Our proposed transaction would have several important benefits for Dell

  *Higher price per share for shareholders electing to receive cash
  *Shareholder friendly structure, with the ability to choose cash or stock
  *Leveraged upside for shareholders who elect to remain as shareholders


We intend to fund the transaction using a combination of equity and debt
financing, in addition to Company cash and cash equivalents. We plan to invest
equity amounts in excess of those new equity amounts contemplated by the
Merger Agreement to facilitate the proposed transaction.

Based on discussions with equity co-investors, certain strategic partners, and
debt financing sources, we are highly confident that financing can be
arranged, which will include comparable debt sources and structures as the
existing deal. We are currently working with Morgan Stanley & Co LLC (“Morgan
Stanley”) as our lead debt financing source to prepare financing, and have had
discussions with other debt financing sources that have indicated a strong
interest to finance our Acquisition Proposal. We have received from Morgan
Stanley a “highly confident” letter related to our ability to raise the
required debt financing for this transaction. Upon designation of the Investor
Group as an Excluded Party we expect to finalize discussions with other
financing sources on an expedited basis. Additionally, at the time of
execution of definitive agreements with respect to our proposal, we expect to
provide binding financing commitments from debt and equity financing sources
in the form customary for a transaction of this type.

We have held discussions with some of Dell’s largest shareholders, and we
anticipate inviting them, certain of Dell’s other shareholders and certain
other strategic and financial partners to participate in the transaction as
part of our group. We would also expect to encourage (but would not require)
the MD Investors (as defined in the Merger Agreement) to participate in our
transaction by rolling over equity held by the MD Investors.


We have significant experience structuring and consummating transactions of
this nature, and we believe we can complete our due diligence review and
negotiate the terms and conditions of a Superior Proposal (as defined in the
Merger Agreement) quickly during the next phase of the process. Given our due
diligence to date, we anticipate that the remaining due diligence would focus
on key business, accounting, legal and regulatory matters and could be
completed quickly, assuming full cooperation of Dell and its advisors. As part
of this process, we would expect to have full access to the senior management
team of Dell, certain other key employees, Dell’s independent accountants and
Dell’s records, financial and operating data and material agreements
(including the schedules attached to the Merger Agreement).

We are committed to continuing to pursue a transaction on the terms herein,
which we believe will provide a more compelling value proposition to Dell and
its shareholders than currently provided under the Merger Agreement. We
believe that this proposal meets all applicable requirements under the Merger
Agreement to enable the Special Committee to determine that the Investor Group
is an Excluded Party in accordance with the Merger Agreement. Due to the
considerable time commitment and uncertainty of outcome, we will continue our
due diligence and work toward providing a definitive proposal, only upon
receipt of written confirmation from the Special Committee of the Board of
Directors that the Investor Group has been determined to be an Excluded Party
in accordance with the Merger Agreement.


The proposal contained in this letter constitutes an indication of our
interest in pursuing a transaction and does not constitute a binding offer,
agreement or agreement to proceed with the transaction or to otherwise make a
binding offer or agreement at any point in the future.

This indication of interest is submitted by us for review and consideration by
the Special Committee of the Board of Directors of Dell on a confidential
basis, and the existence of our discussions and this letter (other than such
disclosure obligations outlined in the Merger Agreement) shall be kept
strictly confidential in accordance with the terms of that certain letter
agreement by and between Blackstone Management Partners L.L.C. and Dell, dated
February 22, 2013.

This letter shall be governed by and construed in accordance with the laws of
the State of Delaware without regard to the conflicts of law principles

This proposal will expire at 5:00pm (NY time) on March 28 if you fail to
provide the written confirmation discussed above prior to such time.

Please do not hesitate to contact any of the team members listed below with
any questions.

Sincerely Yours,


By: /S/
Name: Chinh E. Chu

Blackstone Management Partners L.L.C.

Chinh E. Chu              David Johnson
Senior Managing Director   Senior Managing Director

Morgan Stanley & Co. LLC

Robert A. Kindler          
Vice Chairman              

Kirkland & Ellis LLP

David Fox                  Daniel Wolf
Partner                    Partner
cc: Evercore Group L.L.C


                                Carl C. Icahn
                             Icahn Enterprises LP
                               767 Fifth Avenue
                                  Suite 4700
                           New York, New York 10153
                                March 22, 2013

Special Committee of the Board of Directors of Dell Inc.

Dell Inc.
One Dell Way
Round Rock, Texas 78682

James B. Lee, Vice Chairman
JPMorgan Chase
270 Park Avenue
New York, New York 10017

William O. Hiltz
Naveen Nataraj
Evercore Partners
55 East 52^nd Street
New York, New York 10055

Jeffrey J. Rosen
Michael A. Diz
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022

Re: Acquisition Proposal for Dell Inc. (“Dell”)

Dear Members of the Special Committee of the Board of Directors of Dell and

On February 5, 2013, Dell entered into a merger agreement (the “February 5
Merger Agreement”) with certain entities affiliated with Silver Lake Partners
and Michael S. Dell. Capitalized terms not otherwise defined in this letter
shall have the meanings ascribed to such terms in the February 5 Merger
Agreement. Section 5.3 of the February 5 Merger Agreement provides, among
other things, that Dell, its Subsidiaries and its Representatives have the
right to initiate, solicit, encourage and receive Acquisition Proposals with
respect to Dell up to the No-Shop Period Start Date. This Acquisition
Proposal, which is detailed below, is being delivered, as contemplated by the
February 5 Merger Agreement, by Icahn Enterprises LP, and Carl C. Icahn, prior
to the No-Shop Period Start Date.

Icahn Enterprises LP

We believe that you will agree that Icahn Enterprises is well able to provide
the $1 billion cash equity capital (in addition to its existing $1 billion
stock position in Dell), and that Mr. Icahn and his affiliates other than
Icahn Enterprises are well able to provide the additional $3 billion cash
equity capital, contemplated in this Acquisition Proposal, which constitutes
an aggregate $5 billion equity commitment. In this regard we invite you to
examine the public filings of Icahn Enterprises and to meet with us regarding
any additional questions you may have. Further, we have excellent relationship
with numerous large banking institutions and we are confident that we would be
able to obtain the debt financing contemplated in our proposal. Although we
are well known for the performance of our investment activities, over time we
have found that our greatest returns have come from the control and ownership
of portfolio companies. For example, in May 2012, Icahn Enterprises purchased
a controlling interest in CVR Energy, Inc. (‘‘CVR’’) for an aggregate purchase
price approximately $2 billion. As of March 11, 2013, based on the closing
sale price of CVR stock and distributions since Icahn Enterprises acquired
control, we had a gain of over $2 billion on our purchase of CVR.

Currently, the portfolio companies owned or controlled by Icahn Enterprises
and Mr. Icahn include among others, the following:

Name                                 Holdings     Date of Initial Investment
CVR Energy, Inc.                     82%          2011
Tropicana Entertainment Inc.         67%          2008
West Point Home                      100%         2004
Federal Mogul Corporation            78%          2001
Viskase Companies Inc.               70%          2001
XO Holdings                          100%         2001
PSC Metals                           100%         1998
American Railcar Industries Inc.     55%          1994
ACF Industries                       100%         1984

The Acquisition Proposal For Dell

As you know, on March 10, 2013 Icahn Enterprises entered into a
confidentiality agreement with Dell and commenced due diligence in support of
an Acquisition Proposal. On March 13, 2013, Jefferies LLC (“Jefferies”), as a
representative of Icahn Enterprises, entered into a confidentiality agreement
with Dell and commenced due diligence in support of an Acquisition Proposal.
Further, on and after February 8, 2013, Southeastern Asset Management Inc.
(“Southeastern”) has publicly disclosed its desire to remain a shareholder of
Dell, rather than participate in the merger contemplated by the February 5
Merger Agreement and has suggested that the merger be recast as a transaction
under which Dell shareholders are provided with the opportunity to elect to
continue to hold Dell shares or receive cash, at their option. T. Rowe Price
has similarly opposed the February 5 Merger Agreement. For purposes of this
proposal, Icahn Enterprises assumes that Southeastern and T. Rowe Price and
other larger holders would, if provided the opportunity, support the proposal
set forth below and agree to the matters set forth in the fourth bullet item
of the proposal set forth below.

We hereby propose that we and Dell engage in the following merger transaction
(the “Proposed Merger”, and the surviving company of the Proposed Merger, the
“Surviving Company”):

  *Dell will obtain transaction funding composed of the following:

       *$2.0 billion investment ($1 billion by Icahn Enterprises and $1
         billion by Carl C. Icahn and his affiliates other than Icahn
         Enterprises) for the purchase of common shares of the Surviving
         Company (in addition to the shares currently owned by Icahn
         Enterprises and its affiliates) at a price of $15 per share,
         resulting in an additional 133 million shares being issued by the
         Surviving Company. As contemplated in the fifth bullet item below,
         Mr. Icahn and his affiliates other than Icahn Enterprises, are
         willing to commit an additional $2 billion of cash equity financing,
         for an aggregate $5 billion total equity commitment to this
         Acquisition Proposal.
       *$7.4 billion of cash currently available at Dell.
       *$1.712 billion in new factoring receivable facility (total factoring
         receivable facility of $3.0 billion).
       *$5.218 billion in new debt.
       *We understand that this Proposed Merger contemplates less total
         leverage on the Surviving Company than under the February 5 Merger

  *In connection with the Proposed Merger, Dell shareholders will be entitled
    to elect to receive either: (x) shares of the Surviving Company on a
    one-to-one basis with their current holdings; or (y) an aggregate of up to
    $15.65 billion in cash (the “Payment Funding”) payable at a rate of $15
    per share. If the Payment Funding is fully utilized this would result in
    1.043 billion shares (58.1% of the current outstanding) being subject to
    the Proposed Merger. If shareholders electing to receive cash exceed the
    maximum number of shares that may be acquired with the Payment Funding,
    then such elections will be accepted on a pro rated basis. If electing
    shareholders are insufficient to utilize all of the Payment Funding, then
    the balance will be distributed to all of the remaining shareholders of
    the Surviving Company as a special dividend (the “Special Dividend”).
  *In addition to the Payment Funding, Icahn Enterprises anticipates that
    Dell would be required to pay the breakup fee under the February 5 Merger
    Agreement of $180 million, and that Dell would incur other deal fees and
    expenses in the Proposed Merger of approximately $500 million, for a
    maximum aggregate use of funds of approximately $16.33 billion.
  *Neither Icahn Enterprises (which together with its affiliates, currently
    owns approximately 80 million shares of Dell), Southeastern (which
    publicly reports ownership of approximately 146.5 million shares of Dell),
    T. Rowe Price (which publicly reports ownership of approximately 82
    million shares of Dell), nor other large holders that so agree
    (collectively with Icahn Enterprise, Southeastern, and T. Rowe Price, the
    “Rollover Holders”), would be eligible to elect to receive cash or shares
    in the Proposed Merger, but rather their existing common stock position in
    Dell would rollover into the Surviving Company. Rollover Holders would
    receive the Special Dividend, if any.
  *Pursuant to the Proposed Merger, if all eligible existing Dell
    shareholders elect to receive cash, then approximately 58.1% of the
    currently outstanding Dell shares would be subject to the Proposed Merger
    and following the completion of the Proposed Merger, Icahn Enterprises and
    its affiliates would own 24.1% of the outstanding shares of the Surviving
    Company; Southeastern and its affiliates would own 16.6% of the
    outstanding shares of the Surviving Company; T. Rowe Price and its
    affiliates would own 9.3% of the Surviving Company and the remaining
    public shareholders would own 50% of the shares of the Surviving Company.
    The opportunity exists to increase the number of shares cashed out by
    non-Rollover Holders in the Proposed Merger, if the large holders agree
    with Icahn Enterprises to become Rollover Holders. Further, Mr. Icahn and
    his affiliates other than Icahn Enterprises would be willing to commit (in
    addition to the equity investment provided for in the first bullet item
    above) an additional $2 billion of equity capital in cash, in the event
    that Southeastern, T. Rowe Price or other existing large Dell shareholders
    do not agree to become Rollover Holders.
  *Closing is anticipated to occur in July 2013.

This proposal contemplates the negotiation, execution and delivery of a
definitive agreement (the “Definitive Agreement”) containing the terms and
conditions set forth herein, together with covenants, representations,
warranties and indemnification provisions which are satisfactory to both
parties (including, if so requested, limits on the election of merger
consideration) and which are typical and standard in a transaction of this

This letter is a non-binding proposal. Neither Icahn Enterprises, Mr. Icahn,
their respective affiliates, officers or directors or representatives, have,
nor will this proposal letter or any discussions or communications among the
parties, create or constitute, any offer, obligation, contract, commitment or
duty of any kind or character, to engage in, negotiate or enter into or
complete a transaction. Only a Definitive Agreement executed and delivered by
the parties thereto, shall be binding upon the parties.

We look forward to proceeding with negotiations as promptly as possible and
are prepared, together with Jefferies, to commit the resources to develop a
Definitive Agreement with you. In addition, we look forward to receiving your
confirmation that the Special Committee has concluded that our proposal is or
could reasonably be expected to result in, a Superior Proposal.

Very truly yours,

Carl C. Icahn

Icahn Enterprises LP

By: Icahn Enterprises GP Inc., its general partner

By: Carl C. Icahn, Chairman of the Board

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 1, 2013, which was filed with the
SEC on March 12, 2013, 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. 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 Company and its 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, and their direct or
indirect interests, by security holdings or otherwise, which may be different
from those of the Company’s stockholders generally, 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 1, 2013 and
in its definitive proxy statement filed with the SEC on Schedule 14A on May
24, 2012.


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