Dell Special Committee Receives Notice of Withdrawal from Blackstone
ROUND ROCK, Texas -- April 19, 2013
The Special Committee of the Board of Dell Inc. (NASDAQ: DELL) today announced
that it has been informed by Blackstone Management Partners L.L.C. that the
group led by Blackstone has decided not to submit a definitive proposal to
acquire the Company and is withdrawing from the process.
Blackstone followed with a formal letter, the text of which is below:
Boulder Acquisition Corp.
c/o Blackstone Management Partners L.L.C.
April 18, 2013
STRICTLY PRIVATE AND CONFIDENTIAL
Special Committee of the Board of Directors of Dell Inc.
One Dell Way
Round Rock, Texas 78682
Attention: Alex Mandl, Presiding Director
I want to thank you, the Special Committee, and its advisors for inviting us
into the process and for granting us due diligence access to Dell Inc. I also
want to express our gratitude to Michael Dell and the management team for
spending time with us and providing us with information and data relating to
the business plan and financial forecasts of Dell.
You have asked for an update of our views after the intensive due diligence
that we just completed. While we still believe that Dell is a leading global
company with strong market positions, a number of significant adverse issues
have surfaced since we submitted our letter proposal to you on March 22nd,
including: (1) an unprecedented 14 percent market decline in PC volume in the
first quarter of 2013, its steepest drop in history, and inconsistent with
Management’s projections for modest industry growth; and (2) the rapidly
eroding financial profile of Dell. Since our bid submission, we learned that
the company revised its operating income projections for the current year to
$3.0 billion from $3.7 billion.
For the reasons set forth above, among other reasons, on behalf of Boulder
Acquisition Corp., Blackstone Management Partners, Francisco Partners, Insight
Venture Partners, and Riverwood Capital, I regret to inform you that we will
likely not pursue this opportunity. I would welcome the opportunity to speak
to you to follow up on these matters and answer any questions that you may
BOULDER ACQUISITION CORP.
Name: Chinh Chu
cc: Roger Altman, Evercore Partners
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 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 filed with the
SEC a preliminary proxy statement and other documents relating to the proposed
merger on March29, 2013. When completed, a definitive proxy statement and a
form of proxy will be filed with the SEC and mailed to the Company’s
stockholders. Stockholders are urged to read the definitive 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, email@example.com.
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
Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide
innovative technology, business solutions and services they trust and value.
For more information, visit www.Dell.com. You may follow the Dell Investor
Relations Twitter account at: http://twitter.com/Dellshares. To communicate
directly with Dell, go to www.Dell.com/Dellshares.
Contacts for the Special Committee:
Sard Verbinnen & Co
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
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