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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Dell has not withdrawn any of the financial information,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 
#<630990.1895494.3.4.1.0.76>#
 
 
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