Southeastern and Icahn Urge Dell Stockholders to Vote AGAINST the Proposed Michael Dell/Silver Lake Transaction

  Southeastern and Icahn Urge Dell Stockholders to Vote AGAINST the Proposed
                     Michael Dell/Silver Lake Transaction

PR Newswire

NEW YORK, July 8, 2013

NEW YORK, July 8, 2013 /PRNewswire/ -- Southeastern Asset Management, Inc. and
Carl C. Icahn today issued the following statement urging Dell stockholders to
vote AGAINST the Michael Dell/Silver Lake buyout offer:

  "Southeastern and Icahn disagree with the ISS voting recommendation issued
  earlier today, which did not appear to address fair value for Dell's
  stockholders.

  Southeastern and Icahn have repeatedly stated their belief that the $13.65
  per share Michael Dell/Silver Lake buyout offer inherently undervalues Dell
  and that any value-creating transaction Dell enters into should give
  stockholders the opportunity to participate in the company's future
  prospects. We continue to 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 create superior value
  for stockholders. Based on numerous conversations with our fellow Dell
  stockholders, we are confident that many of Dell's significant owners share
  our view.

  Southeastern and Icahn intend to vote their shares of Dell stock against the
  $13.65 Michael Dell / Silver Lake buyout offer. Southeastern and Icahn urge
  our fellow Dell stockholders to vote the GOLD proxy card (1) "AGAINST" the
  Merger Agreement proposal, (2) "AGAINST" the Golden Parachute proposal, and
  (3) "AGAINST" the Adjournment proposal."

If stockholders have any questions concerning the Proxy Statement filed by
Carl C. Icahn and Southeastern Asset Management 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 PRESS
RELEASE.

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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