Open Letter To Dell Shareholders

                       Open Letter To Dell Shareholders

PR Newswire

NEW YORK, June 18, 2013

NEW YORK, June 18, 2013 /PRNewswire/ --Carl C. Icahn and his affiliates today
delivered the following open letter to shareholders of Dell Inc.

Dear Fellow Dell Shareholders:

We take this opportunity to respond to rumors regarding the availability of
financing for our proposal for a recapitalization at Dell and to address
recent statements by Dell that demean the prospects of Dell. We are amazed by
these statements by the Dell Board. In what other context would the person
tasked with selling a product actually spend their efforts negatively
positioning the very product they are trying to sell? Is that how the
supposed "go-shop" was conducted? Can you imagine a real estate broker
running advertisements warning of termite danger in a house each time a
prospective buyer seems interested? Dell's statements, and in particular the
June 5 presentation by Dell, only convinces us further that the $13.65 price
in the pending Michael Dell/Silver Lake deal significantly undervalues the
Company. We have also come to the conclusion that a Board that has circulated
this information while we were attempting to proceed with our proposed
recapitalization (which would allow Dell stockholders the opportunity to
retain their Dell shares and to elect to receive a distribution of either
$12.00 per share in cash, or $12.00 in additional shares of Dell common stock
valued at $1.65 per share), will never accept our proposal as a Superior
Proposal as defined in Dell's February 5 Merger Agreement. As a result, and
in order to settle all questions regarding liquidity, we propose that Dell
engage in the $14 per share tender offer described below. In order to
implement our tender offer proposal we will: (1) seek to defeat the Michael
Dell/Silver Lake transaction at the July 18 Special Meeting and we ask you to
vote against that transaction as we believe the $13.65 per share purchase
price substantially undervalues Dell; and (2) once the Michael Dell/Silver
Lake transaction is defeated, seek to elect our slate of directors at the 2013
Dell annual meeting of shareholders to implement our proposed $14 per share
tender offer.

We propose that Dell commence a tender offer for approximately 1.1 billion
Dell shares at $14 per share (for a maximum of $16 billion available in the
tender offer). Icahn and Southeastern (who together hold approximately 13% of
Dell's shares) will agree not to tender in the tender offer. Our proposal
allows those who believe, like us, that the $13.65 price being offered in the
Michael Dell/Silver Lake going private transaction significantly undervalues
Dell, to continue to hold Dell shares. It also provides an opportunity for
those who wish to tender at $14 a share to do so, with the knowledge that they
will be able to sell at least approximately 72% of their position, and
possibly more if other shareholders do not fully subscribe to the tender
offer.

Funding for the tender offer would be provided from $5.2 billion of debt
financing, together with $7.5 billion in cash available at Dell (after taxes
and payment of fees) and $2.9 billion available through a sale of Dell
receivables. This would leave approximately $4.9 billion of cash available
for ongoing Dell operations.

We are proceeding to obtain commitments for $5.2 billion of senior debt
financing to be made available to Dell as a bridge loan to guaranty the tender
offer and believe that we are on target to achieve that result. A major
investment bank has indicated its willingness to make available $1.6 billion
and Carl Icahn and his affiliates would make available $2 billion if necessary
to facilitate this commitment. To preempt the repetition of the criticisms
the Company made regarding our prior plan, we believe the Company will have
ample liquidity and capital to make the tender offer and run the business
well. The Company's criticism that we must plan to prepay debt is wrong.
Just as most companies do, we believe the Company can pay down debt as it
comes due from cash from operations. And since the Company will have $4.9
billion in cash following the tender offer, we see no need to arrange a
revolver at this time.

While we have not varied one inch from our plan to raise $5.2 billion in
senior debt and to utilize cash and receivables at Dell to fund our
recapitalization proposal, Dell has continued to move the goal posts by
implying that more cash is required for our proposal to be implemented. The
special committee also seems to gloss over the fact Dell's business generates
significant cash flow according to management's and BCG's publicly filed plans
which have not been changed. It appears to us that the only clear shortfalls
at Dell are from poor execution which interestingly occurred during the first
half of the year (including starting a PC price war a mere two months before a
going-private transaction, granting retention cash bonuses to employees and
prepaying debt) and negotiating a high breakup fee in the Michael Dell/Silver
Lake deal. We also find it strange that when Quest was purchased in July 2012
it was making $100 million in operating income and now it is suddenly losing
$85 million.

We are also announcing today that we have purchased approximately 72 million
shares of Dell from Southeastern Asset Management, with proxies to vote at the
July 18 Special Meeting. Southeastern continues to be part of our group in
opposing the Michael Dell/Silver Lake deal and will share the fees and
expenses of the proxy fight on a pro rata basis.

Finally, we have reviewed motions filed against Dell by plaintiffs in their
action challenging the Michael Dell/Silver Lake transaction alleging, among
other things, inadequacy of the $13.65 per share purchase price, conflicts of
interest and breach of fiduciary duty. We have provided the attached letter
in support of that action.

We continue to urge Dell shareholders to vote against the proposed Michael
Dell/Silver Lake going private transaction at the July 18 Special Meeting.

Very truly yours,

Carl C. Icahn

Attached Letter In Support of
Plaintiffs Action

Icahn Capital LP
767 Fifth Avenue, 47^th Floor
New York, New York 10153

June 17, 2013

Joseph Rice
Motley Rice
28 Bridgeside Boulevard
Mt. Pleasant, South Carolina 29464

Dear Mr. Rice:

We provide you with this letter concerning Dell Inc. (the "Company") and the
going-private transaction (the "Going Private Transaction") involving Michael
Dell/Silver Lake, as contemplated in the Merger Agreement, dated as of
February 5, 2013 (the "Merger Agreement"). Defined terms used in this letter
and not otherwise defined herein shall have the meaning ascribed to such terms
in the Merger Agreement.

Although we have attempted to move forward with a Superior Proposal under the
Merger Agreement, so that the Company could terminate the Merger Agreement and
proceed with our recapitalization transaction, we believe that the provisions
of the Merger Agreement negotiated by Dell have made it effectively impossible
for the Board of Dell to proceed with our leveraged recapitalization.

Under the harsh terms of the Merger Agreement we do not believe that this
Board will find that a recapitalization transaction comes within the meaning
of the term "Superior Proposal", even if it is in fact economically superior
to the Going Private Transaction. Indeed, on May 20, 2013, the Company
delivered a letter to us informing us that they would not provide additional
information or engage in discussions concerning our proposal.We believe that
the combination of the restrictive definition of Superior Proposal, together
with the other express terms of the Merger Agreement, including large
termination fees and matching rights in favor of Michael Dell/ Silver Lake,
act as almost impossible barriers to any potential bidder unseating the Going
Private Transaction. In particular, how does a potential buyer secure
financing for this size deal, in light of the matching right, and the fact
that the banks would not be paid anything in the event the bid is matched or
topped.

As an alternative to proceeding as a Superior Proposal under the Merger
Agreement, we proposed that the Company hold its 2013 Annual Meeting at the
same time as the July 18 Special Meeting to vote on the Merger Agreement. By
holding a combined meeting, shareholders would have had a real choice to
reject the Michael Dell/Silver Lake deal, and at the same time, elect new
directors on our proposed platform. Unfortunately, because only the Special
Meeting is being held next month (the Annual Meeting has not even been
scheduled even though the Company typically has its meeting in July),
shareholders are being denied the opportunity to vote between two immediately
available paths and may thereby be coerced to vote for the Michael Dell/Silver
Lake deal.

Over the past few months, the Company has embarked on a pattern of disclosing
increasingly negative results and prospects. From a deteriorating PC market
outlook to massively reduced margins, the present and future are being
presented by management as bleak. But we believe that a number of business
decisions have created this bad news. It's a process that management controls
– the worse the Company looks, the more there is for shareholders to fear, the
more likely the Going Private Transaction is approved. 

It is our opinion that the Merger Agreement and recent statements by Dell have
created significant obstacles to proposing a competing offer within the narrow
confines of the Merger Agreement.

________________________________
Carl C. Icahn, Chief Executive Officer

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, SOUTHEASTERN ASSET
MANAGEMENT, INC. AND THEIR RESPECTIVE 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 THE SCHEDULE 13D FILED BY CARL C. ICAHN AND HIS
AFFILIATES ON MAY 10, 2013 (THE "ICAHN SCHEDULE 13D") AND THE SCHEDULE 13D
FILED BY SOUTHEASTERN ASSET MANAGEMENT, INC. AND ITS AFFILIATES ON FEBRUARY 8,
2013 (THE "SOUTHEASTERN SCHEDULE 13D"). EXCEPT AS OTHERWISE DISCLOSED IN THE
ICAHN SCHEDULE 13D AND THE SOUTHEASTERN SCHEDULE 13D, 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 THE ICAHN SCHEDULE 13D AND THE
SOUTHEASTERN SCHEDULE 13D.

SOURCE Carl C. Icahn

Contact: Susan Gordon, (212) 702-4309