(The following is a reformatted version of a press release
issued by Carl C. Icahn and received via electronic mail. The
release was confirmed by the sender.)
CARL C. ICAHN COMMENTS ON AGREEMENT WITH DELL
(New York, New York, April 16, 2013) -- Carl C. Icahn today
announced that he and his affiliates have entered into an
agreement with Dell Inc. that will facilitate discussions among
Dell shareholders free of the legal restrictions under Delaware
Mr. Icahn noted: “Like other large Dell shareholders, I
continue to believe that the February 5 merger agreement to take
Dell private undervalues Dell and hurts shareholders. My
affiliates and I expect to engage in meaningful discussions with
other Dell shareholders, discussions that we believe will help
to facilitate alternatives to the existing transaction with
Michael Dell. In addition, I want to make it very clear that I
have retained the absolute right to conduct a proxy fight at
Dell. In fact, I have refused to take a $25 million expense
reimbursement from Dell as the price of giving up a proxy fight.
Dell shareholders are entitled to a free exchange of ideas as
they make this important decision and that includes the right of
shareholders to evaluate all alternatives. We look forward to
speaking with Dell shareholders in the days and weeks ahead.”
NOTICE TO INVESTORS
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL
C. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF DELL INC.
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS
IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS OF
DELL INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT
http://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION IS CONTAINED IN ANNEX B TO THE SCHEDULE
14A FILED BY CARL C. ICAHN AND HIS AFFILIATES ON APRIL 16, 2013
(THE “SCHEDULE 14A”). EXCEPT AS OTHERWISE DISCLOSED IN THE
SCHEDULE 14A, THE PARTICIPANTS HAVE NO INTEREST IN DELL INC.
OTHER THAN THROUGH THE BENEFICIAL OWNERSHIP OF SHARES OF COMMON
STOCK OF DELL INC. AS DISCLOSED IN ANNEX B TO THE SCHEDULE 14A.
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