Carl C. Icahn And Southeastern Asset Management Mail Definitive Proxy Statement To Dell Stockholders

    Carl C. Icahn And Southeastern Asset Management Mail Definitive Proxy
                        Statement To Dell Stockholders

PR Newswire

NEW YORK, June 26, 2013

NEW YORK, June 26, 2013 /PRNewswire/ --Carl C. Icahn and Southeastern Asset
Management today filed and mailed their Definitive Proxy Statement to Dell
stockholders. Mr. Icahn and Southeastern Asset Management also delivered the
following letter to stockholders of Dell Inc.

June 26, 2013

Dear Fellow Dell Stockholder:

You may have received proxy materials soliciting your vote for a proposed
transaction in which Dell would be taken private at $13.65 per share in a
management buyout sponsored by Michael Dell and his partner, a private equity
firm called Silver Lake Partners. Carl C. Icahn ("Icahn") beneficially owns
approximately 8.7% of the outstanding shares of Dell and Southeastern Asset
Management, Inc. ("Southeastern") beneficially owns approximately 4.1% of the
outstanding shares of Dell, making us two of the largest independent investors
in Dell, beneficially owning a combined 12.8% of Dell's common stock.

Icahn and Southeastern urge you to vote the enclosed GOLD proxy card (1)
"AGAINST" the Merger Agreement proposal, (2) "AGAINST" the Golden Parachute
proposal, and
(3) "AGAINST" the Adjournment proposal.

Evercore Partners, the advisor to the Board's Special Committee, has reported
to the board of Dell that, based on projections by the Boston Consulting
Group, the advisor to Dell, Silver Lake could realize an average annualized
rate of return of up to 44.7% and Michael Dell could realize an average
annualized rate of return of up to 50.1%[1] during the next 4 to 5 years on
their investment in the Michael Dell/Silver Lake take-private transaction now
presented for stockholder consideration and action at the special meeting of
Dell stockholders on July 18.

In light of the Boston Consulting Group projections and Evercore estimates,
Icahn and Southeastern believe the board of directors of Dell should have
acted to secure those gains for stockholders. Instead, Dell agreed to a
break-up fee of up to $450 million and a protective Merger Agreement for the
Michael Dell/Silver Lake transaction, which have the effect of dampening
third-party interest in Dell and which Icahn and Southeastern view as highly
inappropriate under the circumstances.

Icahn and Southeastern believe that it would be a sad outcome for stockholders
and would reflect poorly on all who are involved in this process if, after
purchasing shares at what Icahn and Southeastern perceive to be a
substantially undervalued price, Michael Dell and Silver Lake earned
Evercore's estimated returns on their investment and that it would be even
worse if Dell were sold (or broken up) by Michael Dell and Silver Lake in a
transaction or transactions with one or more strategic acquirers in the near
future and for a very large profit.

Icahn and Southeastern believe the board could have done more - much more - to
afford stockholders an opportunity to achieve the very same gains now pursued
by Michael Dell and Silver Lake. However, Dell instead appears to be engaging
in a campaign to highlight Dell's bleak outlook in the PC market, obscuring
the robust performance and future of the ~$13 billion in acquisitions Dell has
made in recent years, which were paid for by Dell's current owners. Icahn and
Southeastern believe that Dell is conducting this campaign to prompt
stockholders into supporting what Icahn and Southeastern believe is a bad deal
for stockholders and a very good deal for Michael Dell and Silver Lake.

It is interesting to note that, in the recent past, rather than emphasize the
negatives of the PC business, Dell has highlighted the strengths of the
Enterprise Solutions business - accelerated growth, strong margins, and
recurring revenues. We look forward to the results of the discovery in the
current stockholder action against Dell to better understand the financial
outlook that Michael Dell/Silver Lake are sharing with lenders in comparison
to the dire picture they are now painting for stockholders.

Icahn and Southeastern believe that Dell's owners deserve better and can
achieve more by voting against the Michael Dell/Silver Lake transaction and by
subsequently electing new directors who will act to secure for stockholders
the very same gains that Michael Dell and Silver Lake hope to lock in for
themselves.

Icahn and Southeastern urge you to vote AGAINST all proposals at the Special
Meeting.

Whether or not you plan to attend the Special Meeting, you are urged to follow
the instructions on the enclosed GOLD proxy card or voting instruction form to
vote by Internet or telephone, or sign, mark and date the enclosed GOLD proxy
card and return it in the postage-paid envelope provided. Your latest-dated
proxy is the only one that counts, so you may return the GOLD proxy card even
if you have already delivered another proxy. Please do not return any proxy
card sent to you by Dell. If you have already returned a proxy card sent to
you by Dell, that card will be automatically revoked if you complete and
return the enclosed GOLD  proxy card.

If you have any questions concerning the Proxy Statement or would like
additional copies, please contact D.F. King & Co., Inc. at 1-800-347-4750 or
dell@dfking.com.

Sincerely,

Carl C. Icahn           O. Mason Hawkins, CFA             G. Staley Cates, CFA

Chairman                Chairman & CEO                    President & CIO

Icahn Enterprises, L.P. Southeastern Asset Management,    Southeastern Asset
                        Inc.                              Management, Inc.



WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD PARTY TO
INCLUDE THEIR INFORMATION IN THIS LETTER.

ICAHN AND SOUTHEASTERN HAVE FILED A PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") REGARDING THE MANAGEMENT BUYOUT PROPOSAL OF DELL,
AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 5,
2013, BY AND AMONG DENALI HOLDING INC., DENALI INTERMEDIATE INC., DENALI
ACQUIROR INC. AND DELL. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF
DELL ARE URGED TO READ ICAHN AND SOUTHEASTERN'S PROXY STATEMENT CAREFULLY IN
ITS ENTIRETY, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MANAGEMENT
BUYOUT PROPOSAL. STOCKHOLDERS OF DELL MAY OBTAIN FREE COPIES OF THE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC BY ICAHN
AND SOUTHEASTERN AT THE SEC'S WEBSITE AT WWW.SEC.GOV OR BY CONTACTING D.F.
KING & CO. TOLL-FREE AT 1-800-347-4750.

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, AS AMENDED THROUGH THE DATE HEREOF, AND THE SCHEDULE 13D FILED BY
SOUTHEASTERN ASSET MANAGEMENT, INC. AND ITS AFFILIATES ON FEBRUARY 8, 2013, AS
AMENDED THROUGH THE DATE HEREOF.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this letter, and the documents referred to in
this letter, are forward-looking statements including, but not limited to,
statements that are predications of or indicate future events, trends, plans
or objectives. Undue reliance should not be placed on such statements
because, by their nature, they are subject to known and unknown risks and
uncertainties. Forward-looking statements are not guarantees of future
performance or activities and are subject to many risks and uncertainties.
Due to such risks and uncertainties, actual events or results or actual
performance may differ materially from those reflected or contemplated in such
forward-looking statements. Forward-looking statements can be identified by
the use of the future tense or other forward-looking words such as "believe,"
"expect," "anticipate," "intend," "plan," "estimate," "should," "may," "will,"
"objective," "projection," "forecast," "management believes," "continue,"
"strategy," "position" or the negative of those terms or other variations of
them or by comparable terminology.

Important factors that could cause actual results to differ materially from
the expectations set forth in this letter include, among other things, the
factors identified under the section entitled "Risk Factors" in Dell's Annual
Report on Form 10-K for the year ended February 1, 2013 and under the section
entitled "Cautionary Statement Concerning Forward-Looking Information" in
Dell's Definitive Proxy Statement filed with the SEC on May 31, 2013. Such
forward-looking statements should therefore be construed in light of such
factors, and Icahn and Southeastern are under no obligation, and expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.

NOTICE TO INVESTORS

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED JUNE 26, 2013,
AND OTHER DOUCMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN,
SOUTHEASTERN ASSET MANAGEMENT, INC. AND THEIR RESPECTIVE AFFILIATES FROM THE
STOCKHOLDERS OF DELL INC. FOR USE AT DELL INC.'S SPECIAL MEETING OF
STOCKHOLDERS SCHEDULED TO BE HELD ON JULY 18, 2013 BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION. A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
HAVE BEEN MAILED TO STOCKHOLDERS OF DELL INC. AND ARE ALSO 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 DEFINITIVE PROXY STATEMENT, DATED JUNE 26,
2013. EXCEPT AS OTHERWISE DISCLOSED IN THE DEFINITIVE PROXY STATEMENT, 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
DEFINITIVE PROXY STATEMENT.



[1] Evercore Partners 2/4/13 presentation to the Dell board of directors.





SOURCE Carl C. Icahn

Contact: Susan Gordon, (212) 702-4309
 
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