Dell Special Committee Sends Letter To Carl Icahn and Southeastern Asset Management

  Dell Special Committee Sends Letter To Carl Icahn and Southeastern Asset

Business Wire

ROUND ROCK, Texas -- May 20, 2013

The Special Committee of the Board of Directors of Dell Inc. (NASDAQ: DELL)
today sent a letter to Carl Icahn and Southeastern Asset Management
underscoring its need for additional information regarding the proposed
leveraged recapitalization transaction submitted to the Board on May 9, 2013.
The letter follows:

May 20, 2013

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

Mr. G. Staley Cates
Southeastern Asset Management Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119

                         Icahn/Southeastern Proposal

Dear Mr. Icahn and Mr. Cates:

On behalf of a group formed by various of your affiliates, your
representatives have made a number of requests for information, including a
request for data room access for a potential lender, to advisors to the
Special Committee of the Board of Directors of Dell Inc. (“Dell” or the
“Company”) in connection with the potential transaction outlined in your
letter dated May 9, 2013, addressed to the Board of Directors of Dell.

As you know, on May 13, 2013 we sent you a letter requesting clarifications
and additional materials relating to your proposal. Unless the Board of
Directors of Dell determines that your proposal could reasonably be expected
to result in a “Superior Proposal” as defined in the Company’s existing merger
agreement with affiliates of Silver Lake and Michael Dell, we are not
permitted to provide you with information or engage in discussions concerning
your proposal. Please understand that unless we receive information that is
responsive to our May 13 letter, we are not in a position to evaluate whether
your proposal meets that standard. Accordingly, neither we nor our
representatives are able to respond to your requests and inquiries. We look
forward to your response to our May 13 letter.

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 filed with the
SEC a preliminary proxy statement and other documents relating to the proposed
merger on May 10, 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 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, 212-687-8080
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