ICAHN MOVING TO PERFECT APPRAISAL RIGHTS OF DELL SHARES

(The following is a reformatted version of a press release
issued by Carl Icahn and received via electronic mail. The
release was confirmed by the sender.) 
ICAHN MOVING TO PERFECT APPRAISAL RIGHTS OF DELL SHARES;
URGES OTHER DELL STOCKHOLDERS TO ACT NOW TO DO THE SAME 
New York, New York, July 10, 2013 - 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 dell@dfking.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 transaction.
Sincerely, 
Carl C. Icahn                              Keith Schaitkin
Chairman                                   General Counsel
Icahn Enterprises, L.P.                    Icahn Enterprises, L.P. 
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. 
Contact:
Susan Gordon
(212) 702-4309 
(bjh) NY 
#<873920.660640.3.6.0.9.76>#
 
 
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