Dell Files Preliminary Proxy Statement for Merger Agreement with Affiliates of Michael Dell and Silver Lake

  Dell Files Preliminary Proxy Statement for Merger Agreement with Affiliates
  of Michael Dell and Silver Lake

Business Wire

ROUND ROCK, Texas -- March 29, 2013

Dell Inc. (NASDAQ: DELL) today announced that it has filed preliminary proxy
materials with the Securities and Exchange Commission (“SEC”) in connection
with the definitive 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.

Under the terms of the February 5, 2013 agreement, Dell shareholders would
receive $13.65 in cash for each share of Dell common stock they hold in a
transaction valued at approximately $24.4 billion.

The preliminary proxy materials and a letter to shareholders issued by the
Special Committee of Dell’s Board of Directors in connection with the filing
can be found on the company’s website at
The full text of the letter follows here:

                                                                March 29, 2013

Dear Shareholders,

Today, at the direction of the Special Committee of the Board of Directors of
Dell Inc., the company filed with the United States Securities and Exchange
Commission a preliminary proxy statement relating to the proposed acquisition
of Dell by affiliates of Silver Lake Partners and Michael S. Dell.

Full Range of Alternatives Evaluated

When the Special Committee was formed last August, we set out to evaluate the
full range of strategic and financial alternatives available to the company,
including a potential going-private transaction. To assist us in this effort,
we hired an experienced group of independent legal and financial advisors and,
in addition, retained a top management consulting firm to help us evaluate the
risks and opportunities in both the PC business and the company’s effort to
transform itself into a more enterprise-centric business. That process, which
included more than 25 Special Committee meetings over a period of
approximately five and a half months, has highlighted to all of us the
significant risks and uncertainties that the company faces as a stand-alone
public company. As a result, we as a Committee believe strongly that a
transaction that shifts to the buyer the risks associated with Dell’s
business, at an acceptable valuation, would be beneficial for Dell’s

Silver Lake/Michael Dell Transaction Shifts Risks While Providing Attractive
and Certain Cash Premium

The current Silver Lake and Michael Dell transaction delivers $13.65 per share
in cash – a 37% premium to Dell’s 90-day average price and a 25% premium to
the unaffected price prior to reports in the media about the proposed deal. We
believe that this significant, immediate and certain premium offers superior
value to owning Dell as a stand-alone entity today.

As part of our agreement with Silver Lake and Michael Dell, we negotiated a
robust “go shop” process, which included a 45-day period during which the
Special Committee actively sought alternative acquisition proposals as well as
a period thereafter in which interested parties can assemble and negotiate
acquisition proposals. We are pleased to report that our process has generated
two non-binding alternative acquisition proposals, one from a group affiliated
with Blackstone Management Partners, L.L.C. (“Blackstone”) and the other from
entities affiliated with Carl C. Icahn (“Icahn”). We intend to work diligently
with both of them to assist them in their respective due diligence reviews of
the company and to seek definitive proposals that would constitute a superior
proposal to the current Silver Lake and Michael Dell transaction. Michael Dell
has confirmed his willingness to explore participating in alternative
acquisition proposals. However, there can be no assurance that either
non-binding alternative acquisition proposal will ultimately lead to a
superior proposal.

Seeking the Best Outcome for Dell Shareholders

Having conducted a thorough review of Dell’s challenges and opportunities, we
remain convinced that the risks and uncertainties of a stand-alone public
company are high. While we continue to recommend the current Silver
Lake/Michael Dell transaction, and to work toward completion of that
transaction, we will also work with Blackstone and Icahn to seek to develop a
definitive alternative proposal that provides an even more compelling value
proposition for Dell’s shareholders. Our goal was, and remains, to ensure that
whatever transaction is consummated is the best possible outcome for Dell’s

We are pleased to be serving the Dell shareholders during this important
process and we urge you to carefully consider the materials in the preliminary
proxy statement.

Sincerely yours,


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.

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 You may follow the Dell Investor
Relations Twitter account at: To communicate
directly with Dell, go to


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