Dell Special Committee Responds to Icahn’s Latest Proposal

  Dell Special Committee Responds to Icahn’s Latest Proposal

Business Wire

ROUND ROCK, Texas -- June 18, 2013

The Special Committee of the Board of Dell Inc. (NASDAQ: DELL) issued the
following statement in response to a letter to shareholders released today by
Carl Icahn:

“The Special Committee and its advisors are reviewing the latest concept put
forth by Carl Icahn, which is that Dell pursue a self-tender for its shares of
approximately $16 billion. This is a further deviation from Mr. Icahn’s
original proposal of a buyout at $15.00 per share and, assuming all
shareholders other than Mr. Icahn and Southeastern Asset Management tender,
appears to equate to a dividend of approximately $10.00 per share rather than
the $12.00 per share promised by Mr. Icahn in his letter of May 9.
Furthermore, as in the May 9 letter, Mr. Icahn’s current concept would likely
force shareholders to continue to own shares in the highly leveraged company
that would result.

Mr. Icahn’s concept is not, in its present state, a transaction that the
Special Committee could endorse and execute – there is neither financing, nor
any commitment from any party to participate, nor any remedy for the company
and its shareholders if the transaction is not consummated. In addition, the
concept does not adequately address the liquidity issues and other risks the
Committee previously highlighted.

More than a month ago, the Committee requested financial and other information
from Mr. Icahn and Southeastern in connection with their previous
recapitalization idea. Those requests remain outstanding and are equally
relevant to this latest concept. The Committee will consider any and all such
information provided by Mr. Icahn. However, in the absence of an actionable
proposal that would create more value for shareholders, the Special Committee
continues to recommend the pending, fully financed $13.65 per share cash sale

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 definitive proxy statement and other relevant documents, including a
form of proxy card, on May 31, 2013. The definitive proxy statement and a form
of proxy have been mailed to the Company’s stockholders. Stockholders are
urged to read the proxy statement 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 merger.

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, 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 (as amended with the filing of a Form 10-K/A on June3, 2013
containing Part III information) 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
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Contacts for the Special Committee:
Sard Verbinnen & Co
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
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