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ICAHN: DELL FAILS TO CONVINCE US WE SHOULD TAKE $13.65/SHR


(The following is a reformatted version of a press release issued by the Office of Carl C. Icahn and received via electronic mail. The release was confirmed by the sender.)

FOR IMMEDIATE RELEASE

WHY DOES DELL KEEP ATTACKING ITS OWN BUSINESS?

New York, New York July 5, 2013: Carl C. 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:

In today’s SEC filing we hear again from the Special Committee about how risky and fragile the Dell business is. To us it seems that no one has less confidence in Dell than Dell itself.

As you know, we have made a proposal that provides $14 per share for approximately 72% of the Dell stock and have previously explained that proposal in detail. And, under that proposal, we would continue to hold our Dell shares --because we believe in the future of Dell. We have the financing and stand by that proposal despite today’s pronouncements from the Special Committee. We note that notwithstanding today’s pronouncements, Dell has not withdrawn any of the financial information, projections or analysis previously disclosed by Dell that underlies our proposal.

The Special Committee keeps telling us how bad Dell is, and despite our $14 proposal for a Dell self tender offer, the Special Committee keeps recommending the $13.65 Michael Dell/Silver Lake transaction, and in our opinion, keeps using scare tactics about what will happen if the Michael Dell/Silver Lake transaction does not close. The entire situation reminds me of the story of the visitor who overstays their welcome at your house. They keep threatening to leave, but when you say goodbye...they just don’t go.

I can’t but help ask myself why, if Dell is so awful, do Michael Dell and Silver Lake, both very astute investors, want to buy it. And, how have they amassed billions in financing from astute financial institutions to finance that acquisition if everything is so bad? I suggest we all ask ourselves that question.

Today’s presentation by Dell, which we view as a Hail Mary attempt to influence ISS, to us seems to be an unpersuasive and desperate regurgitation of tired arguments. Once again, Dell has failed to convince us that we should all take $13.65 for the company.

Sincerely,

Carl C. Icahn Chairman Icahn Enterprises, L.P

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

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.

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

(kgt)NY

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