ICAHN SAYS LENDER COMMITMENTS FOR $5.2B FINANCING OBTAINED

(The following is a reformatted version of a press release
issued by Carl Icahn and received via electronic mail. The
release was confirmed by the sender.) 
OPEN LETTER TO DELL STOCKHOLDERS AND DELL SPECIAL COMMITTEE 
New York, New York July 1, 2013:  Carl Icahn and his affiliates
today issued the following letter to stockholders of Dell Inc.
and members of the Dell Special Committee. 
Dear Fellow Dell Stockholders AND Members of the Dell Special
Committee: 
$5.2 BILLION COMMITTED 
We are pleased to inform you that we have obtained lender
commitments for the $5.2 billion in debt financing that we said
we would obtain (including $1.6 billion from Jefferies Finance
LLC).  Jefferies has advised us that they are completing the
paperwork and the commitment letters will be publicly filed
after the market close today.  With that we put an end to the
unwarranted speculation by Dell that our money would not be
available. 
OUR $14 DOLLAR DELL SELF TENDER PROPOSAL 
With the $5.2 billion in committed debt financing, $7.5 billion
from cash on the Dell balance sheet and $ 2.9 billion to be
derived from the sale of receivables, Dell will have the
aggregate $15.6 billion necessary to conduct our proposed self
tender by Dell for approximately 1. 1 billion Dell shares at $14
per share (the “$14 Tender Offer”).  Following completion of the
$14 Tender Offer Dell will have approximately $4.9 billion of
cash remaining.  Also, our lender commitments permit an
additional $1.5 billion revolver for Dell should that become
necessary. 
Icahn and Southeastern Asset Management have agreed not to
tender into the $14 Tender Offer.  Therefore, even if the $14
Tender Offer is fully subscribed, stockholders will receive $14
per share for at least approximately 72% of their Dell stock --
and an even higher percentage if other stockholders believe,
like us, that Dell’s best days are ahead of it and decide to
hold onto their Dell shares. 
If the $14 Tender Offer is fully subscribed, 670 million shares
would remain outstanding.  Based on the fiscal year 2015 BCG
Base Case as set forth in Dell’s Proxy Statement* (and even
without taking into account the cost reduction opportunities
identified by BCG), we believe the earnings per share for those
remaining shares would be $3.72 per share.  Assuming 75% of
BCG’s productivity cost reductions set forth in Dell’s Proxy
Statement are attained, earnings per share for those remaining
shares would be as high as $5.51 per share.  In other words, in
our proposal tendering stockholders would receive $14 per share
for at least 72% of their shares and, based on this BCG
analysis, their remaining shares would be earning between $3.72
and as high as $5.51 per share. We therefore believe that it is
self-evident our proposal is far superior to the $13.65 offered
by Michael Dell/ Silver Lake.** 
Dell stockholders should note that, despite Dell’s recent
drumbeat of rapid deterioration, the recently reported
performance in 1QFY14 and management’s operational decisions
particularly regarding PC pricing, Dell has not retracted its
Final Fiscal Year 2014 Board Case EBITDA of $3.6 billion (as
disclosed in the Dell Proxy Statement), nor any of the projected
BCG cases for fiscal years 2014 to 2017.  Further, based on
statements by Dell’s management, we believe that Dell’s recent
aggressive PC pricing discounts are designed to buy meaningful
market share while sacrificing near-term margins - a strategy
that we believe will benefit future owners.  Senior management,
including Brian Gladden, CFO, and Tom Sweet, VP Corporate
Finance, both highlighted this fact on the Q1’14 earnings call: 
“In many cases, these are accounts that we feel very good about
[with respect to] the long-term profitability and the impact on
our cash flow over time.  So while we may not see that showing
up as a positive in the P&L in the short term, we think for the
long term it’s the right thing to do to get ourselves back in
price position to scale the business,” as per Brian Gladden. 
“We are investing and acquiring new customer accounts that will
benefit our long-term profitability and cash flow,” as per Tom
Sweet. 
(emphasis added) 
We therefore can only ask, based on these statements by
management and the BCG analysis mentioned above, why is the
Board recommending a " freeze-out” transaction that denies
stockholders the right , if they so choose, to participate in
the " long term” potential upside that Dell management
themselves see for Dell. 
A MESSAGE TO THE DELL SPECIAL COMMITTEE 
Now that our financing is committed and in place, we call upon
the Dell Special Committee to engage in a direct, face to face
sit down meeting with us (not through its highly paid advisors
as has occurred in the past).  As always, it is our desire that
our proposal be treated as a Superior Proposal made by an
Excluded Person under the Merger Agreement, and thereby save
stockholders $270 million in additional break-up fees that may
otherwise be claimed by Silver Lake. 
 It is mystifying to us how any independent Board which is
charged with duties as fiduciaries can recommend to shareholders
a $13.65 per share " freeze-out” merger with Michael Dell/Silver
Lake as superior to a proposal that provides stockholder the
choice to receive $14 per share for at least 72% of their shares
and, based on their own projections and on the BCG analysis
mentioned above, to own their remaining shares earning between
$3.72 and as high as $5.51 per share. We believe that it would
be a sad outcome for stockholders and would, to say the least,
reflect terribly on all who are involved in this process if,
after purchasing shares at what we perceive to be a
substantially undervalued price of $13.65 per share, Michael
Dell and Silver Lake earned substantial returns on their
investment while other stockholders are forced to sell. 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 for a very large profit. 
We therefore ask the Board to find our proposal to be a
“Superior Proposal” or at the very least to change its
recommendation regarding the  Michael Dell/Silver Lake
transaction 
We look forward to hearing your answer in the very near future. 
Sincerely, 
Carl C. Icahn
Chairman
Icahn Enterprises, L.P. 
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. 
*     For detailed information relating to the BCG cases, please
see Dell’s Definitive Proxy Statement, filed with the Securities
and Exchange Commission on May 30, 2013. 
**      The $14 Tender Offer is subject to a number of
contingencies.  First, the $14 Tender Offer would require that
Dell stockholders defeat the Michael Dell/Silver Lake merger at
the special meeting scheduled to be held on July 18, 2013 (the
“Special Meeting”).  Second, Dell stockholders would need to
elect a Board that is willing to pursue the $14 Tender Offer
transaction.  As discussed in the Icahn/Southeastern Definitive
Proxy Statement, filed with the Securities and Exchange
Commission on June 26, 2013, Icahn and Longleaf Partners Fund
have notified Dell that they intend to nominate six Icahn
nominees and six Longleaf Partners Fund nominees, respectively,
for election to the Dell Board at the 2013 Annual Meeting of
Stockholders.  Finally, the Dell Board would then need to
approve the $14 Tender Offer transaction after reviewing it
consistent with their fiduciary duties as directors, as well as
cause Dell to have the financing for the $14 Tender Offer.
While we believe these director nominees (or a majority
thereof), if elected, will approve the $14 Tender Offer, there
can be no assurance that the $14 Tender Offer transaction will
occur, even if Dell stockholders defeat the Michael Dell/Silver
Lake merger at the Special Meeting and even if some or all of
the Icahn nominees and the Longleaf Partners Fund nominees are
elected to the Board. 
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 ICAHN ENTERPRISES, LP, 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.  WE HAVE NOT SOUGHT, NOR HAVE WE
RECEIVED, PERMISSION FROM ANY THIRD PARTY TO INCLUDE THEIR
INFORMATION IN THIS LETTER. 
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. 
Contact:
Susan Gordon
(212) 702-4309 
(bjh) NY 
#<873920.660640.3.6.0.9.76>#
 
 
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