Icahn and Southeastern Asset Management Announce Enhancement to Proposal

   Icahn and Southeastern Asset Management Announce Enhancement to Proposal

PR Newswire

NEW YORK, July 12, 2013

NEW YORK, July 12, 2013 /PRNewswire/ --Carl C. Icahn and his affiliates and
Southeastern Asset Management today issued the following letter to
stockholders of Dell Inc.

Dear Fellow Dell Stockholders:

We are today enhancing our proposal for a self tender offer at Dell.

UNDER OUR REVISED PROPOSAL DELL WOULD SELF TENDER FOR 1.1 BILLION SHARES OF
DELL STOCK IN EXCHANGE FOR $14 PER SHARE PLUS ONE TRANSFERABLE WARRANT FOR
EVERY FOUR SHARES PURCHASED IN THE SELF TENDER OFFER. EACH WARRANT WOULD
ENTITLE STOCKHOLDERS, FOR A PERIOD OF 7 YEARS, TO PURCHASE A DELL SHARE FOR
$20.00 (THE "WARRANT"). BASED UPON THE ASSUMPTIONS AND CALCULATIONS SET FORTH
ON EXHIBIT 1, WE BELIEVE THAT THE TOTAL VALUE TO TENDERING STOCKHOLDERS WOULD
BE APPROXIMATELY $15.50 TO $18.00 PER SHARE, AS COMPARED TO MICHAEL
DELL/SILVER LAKE'S OFFER OF $13.65 PER SHARE.* Because Icahn and Southeastern
have agreed not to tender their shares, if you choose to tender, a minimum of
71% of your Dell stock would be purchased at $14 per share, PLUS the Warrant.
If others like us believe the future of Dell is bright and determine to hold
all their stock, then obviously more than 71% of your shares would be accepted
if tendered.

In our opinion ISS has done a great disservice to stockholders by making a
recommendation focused on the criticism that stockholders cannot "immediately"
be paid $14 in cash even if they vote down the proposed Michael Dell/Silver
Lake freeze out transaction. We believe this is a misguided criticism because
stockholders will also not "immediately" receive the $13.65 from Dell even if
they vote in favor of the Michael Dell/Silver Lake freeze out transaction. In
fact we believe that our proposed Dell self tender transaction would close
sooner than the Michael Dell/Silver Lake transaction, which Dell has said it
expects to close "during the third quarter of the Company's current fiscal
year, which quarter will end on November 1, 2013" and which is subject to the
condition that they obtain antitrust approval from regulators in China.

It is our understanding that it can take up to 180 days to receive such
approvals once a filing is accepted. Dell has provided little information
about where it or Michael Dell/Silver Lake is in the process of procuring
these necessary approvals. In fact, if that approval is not obtained prior to
the November 5 drop-dead date in the Michael Dell/Silver Lake merger
agreement, Michael Dell/Silver Lake would have the right to walk away from the
proposed merger with no penalty. Where is the transparency on the status of
that from Dell? ISS focused on the risk of our transaction closing, but why
have they not focused on the risk of Michael Dell/Silver Lake's transaction
closing? Where are they in scrutinizing the Michael Dell/Silver Lake
transaction?

OUR COMMITMENT

Icahn and Southeastern are not exposing an aggregate of $6 billion of capital
just to get a bump in price from Michael Dell/Silver Lake. We are completely
committed to our proposal and believe that it is economically better for
stockholders than the Michael Dell/Silver Lake freeze out transaction. We are
also completely committed to bringing in management that we expect to be far
superior to Michael Dell who we believe has had an abysmal record during the
last three years. We believe there would be several excellent candidates for
this position who would be very interested in running this company once a
clear mandate has been established.

THE SPECIAL COMMITTEE

We continue to view our proposal, particularly with the addition of the
Warrant, as economically better for stockholders than the Michael Dell/Silver
Lake freeze out transaction. We would be happy to meet with the Dell Special
Committee to discuss our proposal and, as in the past, we could recast our
proposal from a company self tender offer to a merger if that structural
modification would help the Special Committee to support us.

ASK YOURSELF -- WHAT ARE MICHAEL DELL/SILVER LAKE DOING?

Our years in business have taught us to ask: Why do Michael Dell and Silver
Lake, both very astute investors, want to buy Dell -- even with all of the
business risks that the Special Committee is warning us about? And why are
the financial institutions that are providing billions to finance that
acquisition willing to do so in the face of these risks?

VOTE DOWN THE MICHAEL DELL/SILVER LAKE DEAL. VOTE IN OUR SLATE AT THE ANNUAL
MEETING WHEN IT IS HELD. SEND DELL THE MESSAGE THAT YOU SUPPORT A DELL SELF
TENDER OFFER FOR CASH AND WARRANTS THAT WILL ALLOW YOU TO ENJOY THE UPSIDE
POTENTIAL AT DELL.

We continue to urge stockholders to vote AGAINST the Michael Dell/Silver Lake
transaction. We believe the future for Dell is bright and we hope that you
agree.



Sincerely,

Carl C. IcahnO. Mason Hawkins G. Staley Cates
Icahn Enterprises LPSoutheasternSoutheastern
Asset ManagementAsset Management

* These estimates are based upon the assumptions and calculations set forth on
Exhibit 1 and reflect only an illustration of the implied value of Dell based
upon those assumptions and calculations. The foregoing and Exhibit 1 are not a
prediction of the specific future market value of Dell stock or any warrant.

For assistance in voting your shares, please contact D.F. King & Co., Inc.,
which is assisting Icahn and Southeastern, at 1-800-347-4750 (banks and
brokers call 1-212-269-5550) or by e-mail at dell@dfking.com.

  Exhibit 1
  Valuation Analysis
  Assumes Only Icahn and Southeastern Do
  Not Tender
       Total Value to Tendering
       Shareholders ^1
       Assumed NTM P/E Multiple ^2         5.5x     6.0x     6.6x    7.2x
       Cash                               $9.99    $9.99    $9.99   $9.99
        % of $14 Tender Offer            71%      71%      71%     71%
       Assumed Stock Value                 $4.57    $4.98    $5.48   $5.98
       Warrant                             $1.15    $1.37    $1.65   $1.94
        Total Value to Tendering         $15.72   $16.35   $17.13  $17.92
       Shareholders
       % Premium to Michael Dell/Silver    15.1%    19.8%    25.5%   31.3%
       Lake Deal
  Assumes Only Icahn, Southeastern and Michael Dell
  Roll Do Not Tender
       Total Value to Tendering
       Shareholders ^1
       Assumed NTM P/E Multiple ^2         5.5x     6.0x     6.6x    7.2x
       Cash                               $12.11   $12.11   $12.11  $12.11
        % of $14 Tender Offer            86%      86%      86%     86%
       Assumed Stock Value                 $2.16    $2.35    $2.59   $2.82
       Warrant                             $1.15    $1.37    $1.65   $1.94
        Total Value to Tendering         $15.42   $15.83   $16.35  $16.88
       Shareholders
       % Premium to Michael Dell/Silver    13.0%    16.0%    19.8%   23.6%
       Lake Deal
  Notes
  ^1   Assumes FY'15 Dell earnings pro forma for the Icahn/Southeastern tender
       of $2.90, as derived in the accompanying Sources of Funding
       and Self Tender Offer.
       NTM P/E multiples of 5.5x, 6.0x, 6.6x (as calculated by the Special
  ^2   Committee to be the unaffected NTM P/E multiple prior to announcement
       as
       per Schedule 14A filed with the SEC by Dell on 6/24/13) and 7.2x (most
       recent Hewlett Packard FY'14 P/E as per Bloomberg as of 7/11/13).



 Sources of Funding and
 Self Tender Offer
 Sources of Funding ^3, 4                 Self Tender
                                          Offer
 Millions (Except Per                    Millions (Except
 Share Values)                           Per Share Values)
 Cash (Projected as of      13,300                              Fiscal Year
 7/31/13)                                                       Ending
 Assumed Minimum Cash      4,900                               January 30,
                                                                 2015
 Break-up and Diligence     490          Non-GAAP Operating     3,300
 Fees                                    Income ^5
                                          Less: Estimated
 Taxes Paid                200          Foregone Dell          (250)
                                          Financials Services
                                          Income ^6
 Bond Issuance Fee         182          Less: Net Interest     (556)
                                          Expense ^7
      Total Available                     Pro
      Cash                  7,528        Forma Pre-tax          2,494
                                          Income
                                          Taxes                  549
 Short-term Financing       2,991         Pro          1,946
 Receivables                             Forma Net Income
 Long-term Financing        1,383
 Receivables
 Long-term Structured       (999)        Shares Outstanding     1,788
 Financing Debt                          ^8
 Short-term Structured      (454)        Shares Repurchased     1,118
 Financing Debt                          in Self Tender
      Total Cash Proceeds                 Pro Forma
      from Sale of           2,921        Shares Outstanding     670
      Receivables
 New Senior Term Loans     5,200        Pro Forma FY'15        $2.90
                                          EPS
      Total                 15,649
      Proceeds
 Self Tender Price         $14.00
 Shares Repurchased        1,118
 Notes
 ^3   Assumes, as per Schedule 14A filed with the SEC by Dell on 6/24/13
      $13.3 billion in cash as of 7/31/13.
      Assumes, as per Schedule 14A filed by Icahn with the SEC on 7/1/13,
 ^4   total cash available for repurchases of $15.649 billion to repurchase
      1.118 billion shares at $14. Total cash
      available derived from the incurrence of $5.2 billion in new senior
      term loans, the sale of short-term and long-term financing receivables
      net of both short-term
      and long-term structured financing debt for total cash proceeds of
      $2.9 billion, $10.4 billion of cash and cash equivalents, $486 million
      of short-term investments,
      and $2.3 billion of long-term investments (as per Form 10-Q filed with
      the SEC by Dell on 6/12/13), $490 million of break-up and diligence
      fees, $200 million of
      cash taxes paid in connection with repatriating cash from overseas,
      and $182 million in financing fees. Assumed minimum cash of $6.4
      billion as per Schedule 14A filed
      with the SEC by Dell on 6/5/13, less $1.5 billion equal to undrawn
      revolver at closing as per Schedule 14A filed with the SEC by Dell on
      6/24/13.
      Assumes, as per Schedule 14A filed with the SEC by Dell on 6/13/13
 ^5   $3.3 billion in operating income in the BCG Base Case for fiscal year
      ending January 30, 2015.
      Assumes Dell Financial Services begins to rebuild receivables balance
 ^6   to only generate a deficit of $250 million of income for fiscal year
      ending January 30, 2015 as compared
      to the $323 million loss projected by the Special Committee for Dell
      Financial Services for fiscal year ending January 31, 2014 as per
      Schedule 14A filed by Dell on 6/5/13.
 ^7   Assumes 5.5% blended cost of debt and 0.5% interest income.
 ^8   Assumes, as per Schedule 14A filed with the SEC by Dell on 6/24/13
      1.788 billion shares outstanding as of 7/31/13.



  Warrant Valuation
  Analysis
  Black-Scholes
  Calculations ^8, 9
        Inputs:                             Inputs:
        Assumed Stock     $15.97            Assumed Stock          $17.42
        Value (S)                           Value (S)
        Strike Price      $20.00            Strike Price           $20.00
        (X) ^10                             (X) ^10
        Volatility (s)    37%               Volatility (s)         37%
        ^11                                 ^11
        Risk-free Rate    2%                Risk-free Rate         2%
        ^12                                 ^12
        Time to                             Time to expiration
        expiration (T)    7.0               (T) (yrs) ^10          7.0
        (yrs) ^10
        Fraction of                         Fraction of Warrant
        Warrant Granted   0.25              Granted Per Share      0.25
        Per Share
        # of Options      279,446           # of Options           279,446
        (000)                               (000)
        # Shares                            # Shares Outstanding
        Outstanding       1,788,000         (Projected as of       1,788,000
        (Projected as of                    7/31/13) (000)
        7/31/13) (000)
        Output:                             Output:
        Adjusted S        $14.43            Adjusted V             $15.81
        (Dilution)                          (Dilution)
        D1                0.30              D1                     0.40
        D2                (0.68)            D2                     (0.58)
        N(D1)             0.62              N(D1)                  0.65
        N(D2)             0.25              N(D2)                  0.28
        Value of          $4.61             Value of               $5.49
        Warrant                             Warrant
        Inputs:                             Inputs:
        Assumed Stock     $19.16            Assumed Stock          $20.90
        Value (S)                           Value (S)
        Strike Price      $20.00            Strike Price           $20.00
        (X) ^10                             (X) ^10
        Volatility (s)    37%               Volatility (s)         37%
        ^11                                 ^11
        Risk-free Rate    2%                Risk-free Rate         2%
        ^12                                 ^12
        Time to                             Time to expiration
        expiration (T)    7.0               (T) (yrs) ^10          7.0
        (yrs) ^10
        Fraction of                         Fraction of Warrant
        Warrant Granted   0.25              Granted Per Share      0.25
        Per Share
        # of Options      279,446           # of Options           279,446
        (000)                               (000)
        # Shares                            # Shares Outstanding
        Outstanding       1,788,000         (Projected as of       1,788,000
        (Projected as of                    7/31/13) (000)
        7/31/13) (000)
        Output:                             Output:
        Adjusted V        $17.46            Adjusted V             $19.13
        (Dilution)                          (Dilution)
        D1                0.50              D1                     0.59
        D2                (0.48)            D2                     (0.39)
        N(D1)             0.69              N(D1)                  0.72
        N(D2)             0.32              N(D2)                  0.35
        Value of          $6.60             Value of               $7.78
        Warrant                             Warrant
        Assumed NTM P/E              5.5x   6.0x    6.6x   7.2x
        Multiple ^2
        Pro Forma FY'15              $2.90  $2.90   $2.90  $2.90
        EPS
        Assumed Stock                $15.97 $17.42  $19.16 $20.90
        Value
        Value of                     $4.61  $5.49   $6.60  $7.78
        Warrant
        0.25 Warrants
        Issued Per Share             0.25   0.25    0.25   0.25
        Repurchased
        Value of 0.25
        Warrant Per                  $1.15  $1.37   $1.65  $1.94
        Share
        Repurchased
  Notes
        NTM P/E multiples of 5.5x, 6.0x, 6.6x (as calculated by the Special
  ^2    Committee to be the unaffected NTM P/E multiple prior to
        announcement as
        per Schedule 14A filed with the SEC by Dell on 6/24/13) and 7.2x
        (most recent Hewlett Packard FY'14 P/E as per Bloomberg as of
        7/11/13).
  ^8    Warrants valued using Black-Scholes model. Valuation assumes
        dilution.
  ^9    Assumes 1.118 billion shares are tendered, shareholders who tender
        will receive 0.25 of a warrant per purchased tendered share.
  ^10   Assumes a 7 year warrant with a $20 strike price.
  ^11   Assumes 37% volatility, as per Form 10-K filed with the SEC by Dell
        on 3/12/13.
  ^12   Risk-free rate assumes the U.S. Generic Government 7 Year Yield
        (USGG7YR) as per Bloomberg on 7/11/13.



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

SOURCE Carl C. Icahn

Contact: Susan Gordon, 212-702-4309