Dell Special Committee Addresses Icahn Request for Expense Reimbursement

  Dell Special Committee Addresses Icahn Request for Expense Reimbursement

Business Wire

ROUND ROCK, Texas -- April 5, 2013

The Special Committee of the Board of Directors of Dell Inc. (NASDAQ: DELL)
today sent a letter to Carl Icahn addressing his request for expense
reimbursement in connection with the alternative transaction he has proposed
to 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.

The letter follows:

April 5, 2013

Mr. Carl C. Icahn
Icahn Enterprises, L.P.
767 Fifth Avenue, 47th Floor
New York, NY 10153

                            Expense Reimbursement

Dear Mr. Icahn:

This is in response to your request to the Special Committee of the Board of
Directors (the “Special Committee”) of Dell Inc. (“Dell” or the “Company”)
that Dell reimburse you for your expenses in pursuing a potential transaction
involving the Company.

The Committee has carefully established an open and thorough process intended
to result in a sale of Dell on the best available price and terms. We have
welcomed your participation in that process, which has resulted in your
submission of a proposal that the Committee has determined could reasonably be
expected to result in a “Superior Proposal” within the meaning of Dell’s
merger agreement with affiliates of Silver Lake Partners and Michael Dell. We
encourage your continuing participation in our process, and hope that you will
in fact submit a proposal we can determine to be superior to the currently
pending merger.

At the same time, however, you have threatened the Company’s directors with
“years of litigation” and a proxy fight if they do not conduct the transaction
process in the manner you prefer. You have also sought a special waiver of
Delaware’s business combination statute not only to facilitate your
acquisition proposal within our process, but also your ability to contest that
process and to pursue your goals outside of it.

We are willing to provide you with the same expense reimbursement that has
been made available to the other two bidders if you will commit contractually
to work within our process, but we are not prepared to do so as long as you,
unlike them, reserve the right (and continue the threat) to subvert it with a
proxy fight, litigation and other tactics that would prolong the instability
and uncertainty facing the company. Our goal is to create a truly level
playing field in which the best transaction would prevail. Absent a commitment
on your part to play on such a field, we must respectfully decline your
request for expense reimbursement.

Regardless of your decision regarding the expense reimbursement, litigation
and a proxy fight, we remain willing, on the terms we have proposed, to grant
the Delaware waiver you have requested, in exchange for the protections for
Dell and its stockholders we have outlined.

Very truly yours,
The Special Committee
of the Board of Directors
of Dell Inc.

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


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