Icahn Moving To Perfect Appraisal Rights Of Dell Shares; Urges Other Dell
Stockholders To Act Now To Do The Same
NEW YORK, July 10, 2013
NEW YORK, July 10, 2013 /PRNewswire/ -- Carl C. Icahn and his affiliates today
issued the following open letter to stockholders of Dell Inc.
Dear Fellow Dell Stockholders:
We are in the process of perfecting our right to seek appraisal of our Dell
shares and we believe that you should also perfect your appraisal rights.
Under Delaware law if a merger occurs and you did not vote for it, you are
entitled, through appraisal, to the fair value of your shares as determined by
a Delaware court. We have done a great deal of due diligence concerning the
value of Dell, and as we have said in the past, we believe the $13.65 merger
price substantially undervalues your Dell shares, and we believe if you seek
appraisal, you will receive more. BUT WHAT IS MOST IMPORTANT ABOUT SEEKING
APPRAISAL IS THAT YOU CAN CHANGE YOUR MIND ABOUT APPRAISAL UP TO 60 DAYS AFTER
THE MERGER AND STILL TAKE THE $13.65 PER SHARE. During the "free 60 day
period" we believe Dell may wish to negotiate with those that sought appraisal
and possibly pay a premium over $13.65 to get them to settle and drop their
appraisal claims, as explained below. To add a new twist to an old saying,
"you can have your cake and eat it too".
Those Who Seek Appraisal May Get Lucky
In many merger transactions, if over a certain number of stockholders seek
appraisal rights, this gives the purchaser the right to opt out of the
transaction and thereby avoid the uncertainty created by appraisal.However,
Michael Dell and Silver Lake did not obtain this opt out right. This leaves
Michael Dell and Silver Lake VERY exposed. Because they neglected to obtain
this right, no matter how many stockholders seek appraisal, if the merger is
approved, Michael Dell and Silver Lake are obligated to close or pay a $750
million penalty. We would certainly like to be present to hear the discussion
between Michael Dell/Silver Lake and their lenders as they consider the impact
of a substantial exercise by stockholders of their appraisal rights. Will the
lenders use this as an excuse to refuse to close claiming this is a material
adverse change, especially in light of the terrible time Dell is having in the
PC market as so often stated by Dell themselves? We think that there is a
good chance that none of them will want to face the overhang of a large number
of stockholders seeking appraisal. I therefore believe there will be
significant pressure on Michael Dell and Silver Lake to resolve the appraisal
rights, and possibly seek a settlement during the "free 60 day period". Even
if you want the Michael Dell/Silver Lake offer to be accepted, unless you
believe your shares will tip the balance, why vote for it? Why not seek
appraisal and have the benefit of the "free 60 day period"? Dell may well pay
a premium over $13.65 to settle with those seeking appraisal.
THE PROCESS TO SEEK APPRAISAL RIGHTS TAKES TIME, SO ACT NOW IF YOU WISH TO
PERFECT YOUR APPRAISAL RIGHTS AND IMMEDIATELY CONTACT YOUR BROKER AND OTHER
ADVISORS.If you have any questions concerning appraisal rights or wish to
seek help or information regarding appraisal rights, contact D.F. King & Co.,
Inc. at 1-800-347-4750 or email@example.com. They will take your information
and provide it to people at Icahn who will call you back.
REMEMBER YOU CAN CHANGE YOUR MIND ABOUT APPRAISAL DURING THE "FREE 60 DAY
PERIOD" AND STILL TAKE YOUR $13.65 PER SHARE.
For a detailed discussion of the process for perfecting and exercising
appraisal rights, see page 180 of the Definitive Proxy Statement on Schedule
14A filed by Dell with the SEC on May 31, 2013.
We continue to urge stockholders to vote AGAINST the Michael Dell/Silver Lake
Carl C. Icahn Keith Schaitkin
Chairman General Counsel
Icahn Enterprises, L.P. Enterprises,
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.
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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