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Why Does Dell Keep Attacking Its Own Business?



                Why Does Dell Keep Attacking Its Own Business?

PR Newswire

NEW YORK, July 7, 2013

NEW YORK, July 7, 2013 /PRNewswire/ -- Carl C. Icahn and his affiliates today
issued the following letter to stockholders of Dell Inc.

Dear Fellow Dell Stockholders:

Over the last 50 years I have studied and dealt with hundreds of companies.
 In many cases, I have criticized boards and directors for blatant
mismanagement and misdeeds. I have seen some awful things done to
shareholders.  But I have never seen a board conduct a campaign to demean the
business prospects of their own company in the way Dell has during the
past few weeks.

Why have they done this?  In my opinion, they wish to frighten stockholders
into selling Dell to Michael Dell and Silver Lake, at what I believe is a
bargain price. There is nothing subtle in the approach of the Special
Committee, as evidenced by the recent article by Rolfe Winkler of Dow Jones
entitled "Scaring the Dell Out of Investors."  The height of this audacious
campaign has come Friday July 5, when Dell issued what I believe was a brazen
attempt to scare ISS into approving the "uncontested" Dell offer.  In this
presentation, Dell issued pages of confusing and obfuscating statements, but
it is interesting to note that they never changed their projections in which
they have Dell earning $3 billion of operating income for the year.

I have obviously done a great deal of research concerning Dell.  My
simple conclusion is that I believe the PC business is not going away, but the
industry is changing.  Dell, for many reasons, will benefit from these
changes.  For example, their recent investments of $13 billion in enterprise
software and other non-PC businesses is already beginning to show
results.  And, I believe that there are many opportunities to enhance the
value of Dell through cost savings.  I believe that the Board could have and
should have given all shareholders the opportunity to benefit from these
developments, and not just their "favorite son."  My proposal of a $14 per
share Dell tender, coupled with the ability to remain as a stockholder in
Dell, gives stockholders that choice.  

I am known as an astute investor and I am not inclined to make a huge
investment lightly.  I am proposing a total risk to my affiliates and myself
of $5 billion (including our existing equity and proposed debt financing) and
thereby provide an alternative to Michael Dell and Silver Lake acquiring the
company at what I consider to be a bargain price. I have not risked $5 billion
merely to get a bump from Michael Dell and Silver Lake. I have risked it to
have a large investment in a company with great potential.

I urge stockholders to take this opportunity to stand up to the board that we
believe presided over a number of mistakes made by Michael Dell in operating
Dell over the last four years.  Instead of holding him accountable for
mistakes, they have chosen to award him and his new partners the opportunity
to acquire our entire company at what I believe is a bargain price.  It is
time to hold this board as well as Michael Dell accountable and vote "no" to
the proposed Michael Dell /Silver Lake deal, rather than allowing them to
"freeze us out."

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 DOCUMENTS 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.

SOURCE Carl C. Icahn

Contact: Susan Gordon, (212) 702-4309
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