Dell Files Definitive Proxy Materials and Issues Letter to Shareholders
Recommends Dell Shareholders Vote FOR Transaction with Michael Dell and Silver
Transaction Provides Certain and Immediate Value and is in Best Interests of
ROUND ROCK, Texas -- May 31, 2013
Dell Inc. (NASDAQ: DELL) today announced that it has filed definitive proxy
materials with the Securities and Exchange Commission (“SEC”) in connection
with a Special Meeting to be held on July 18, 2013 to approve a transaction
under which Michael Dell, the company’s Founder, Chairman and Chief Executive
Officer, in partnership with global technology investment firm Silver Lake,
will acquire the company for $13.65 per share in cash.
The price represents a premium of approximately 37 percent over the average
closing share price during the 90 calendar days ending January 11, 2013, the
day prior to when rumors regarding the transaction entered the marketplace.
The Special Committee of the Board of Directors has also issued an open letter
to shareholders recommending that shareholders vote to approve the transaction
and outlining the reasons for the recommendation.
Included below is the full text of the letter to Dell shareholders:
May 31, 2013
At the direction of the Special Committee of the Board of Directors of Dell
Inc., the Company has filed with the United States Securities and Exchange
Commission a definitive proxy statement relating to the proposed acquisition
of Dell by affiliates of Silver Lake Partners and Michael S. Dell for $13.65
per share in cash. At a Special Meeting of Stockholders to be held on July 18,
2013, you will be asked to vote on that transaction. Dell’s independent
directors unanimously recommend that you vote to approve the transaction by
voting “FOR” the Michael Dell/Silver Lake merger agreement.
Your vote is very important. Please review the proxy statement carefully, and
then promptly submit your proxy – by telephone, by Internet or by mail – to
ensure that your shares are represented at the Special Meeting.
While these matters are more fully described in the proxy statement, we
thought it would be helpful for us to highlight below the process the Special
Committee followed in reaching our unanimous recommendations.
Comprehensive Review Process
The Special Committee was formed last August after Mr. Dell informed the Board
he was exploring the possibility of proposing a transaction to take the
Company private. From the outset, we determined to evaluate the full range of
strategic and financial alternatives available to the Company, including
continuing with or modifying the Company’s existing business plan as it seeks
to transform its business model; changing the dividend policy; selling to a
strategic buyer; making additional transformative acquisitions; and selling or
spinning off portions of the business. In addition, we carefully considered
the merits and feasibility of a leveraged recapitalization.
To assist us in this effort, we hired an experienced group of independent
legal and financial advisors and, in addition, took the unusual step of
retaining a top management consulting firm – The Boston Consulting Group – 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.
In addition to a comprehensive analysis of alternatives, we carried out a
rigorous sale process calculated to obtain the highest price available. Our
negotiations with Mr. Dell and Silver Lake resulted in six price increases
delivering $4 billion of additional value to Dell stockholders, as well as an
extraordinarily open “go shop” process that allowed all interested bidders to
enter the process. In the course of that go-shop, 21 strategic and 52
financial buyers were contacted and a number of parties conducted diligence,
although no superior offer has materialized.
Our analysis led us to conclude unanimously that a sale to the Michael
Dell/Silver Lake group for $13.65 per share is the best alternative available
– in a challenging business environment it offers certainty and a very
material premium over pre-announcement trading prices. It also shifts very
substantial risks to the buying group – risks that in any leveraged
recapitalization would be retained by the stockholders and considerably
magnified by leverage and the public nature of the resulting stub.
Transaction Provides Attractive, Certain Cash Premium
In recent months, the Company has faced deteriorating market conditions that
underscore the risks of any other strategy and highlight the value of a
certain cash sale at $13.65 per share – a 37% premium to Dell’s 90-day average
price and a 25% premium to the unaffected price on the last trading day prior
to media leaks about the proposed deal. We are fully convinced that this
significant, immediate and certain premium is superior to owning Dell as a
stand-alone entity today – with or without a leveraged recapitalization – as
well as to the other strategic and financial alternatives potentially
Having conducted a thorough and probing review of Dell’s challenges and
opportunities, we believe that the risks and uncertainty of a stand-alone
public company are high and that the transaction we have negotiated offers
superior value for Dell stockholders. We unanimously recommend that
stockholders vote to approve the transaction by voting “FOR” the Michael
Dell/Silver Lake merger agreement at the Special Meeting of Stockholders.
We are honored to serve the Dell stockholders during this important process.
Again, we urge you to consider fully the materials in the proxy statement and
promptly submit your proxy – by telephone, by Internet or by mail – voting
“FOR” all items.
THE SPECIAL COMMITTEE OF THE
BOARD OF DIRECTORS OF DELL INC.
If you have questions about the merger, or require assistance in submitting
your proxy or voting your shares, or need additional copies of the proxy
statement or the enclosed proxy card, please contact MacKenzie Partners Inc.,
which is acting as the Company’s proxy solicitation agent and information
agent in connection with the merger.
105 Madison Avenue
New York, NY 10016
(212) 929-5500 (Call Collect)
Call Toll-Free (800) 322-2885
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 definitive proxy statement and other documents, including a form of
proxy card, on May 31, 2013. The definitive proxy statement and a form of
proxy will be mailed to the Company’s stockholders. Stockholders are urged to
read the proxy statement and any other documents filed with the SEC in
connection with the proposed merger or incorporated by reference in the proxy
statement because they 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, is set forth in the
definitive proxy statement and the other relevant documents 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.
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.
Media Contacts for the Special Committee:
Sard Verbinnen & Co
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
Investor Contacts for the Special Committee:
MacKenzie Partners, Inc.
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