Dell Special Committee Issues Statement Regarding Icahn’s Latest Proposal

  Dell Special Committee Issues Statement Regarding Icahn’s Latest Proposal

Business Wire

ROUND ROCK, Texas -- July 12, 2013

The Special Committee of the Board of Dell Inc. (NASDAQ: DELL) issued the
following statement in response to a letter to shareholders released today by
Carl Icahn:

“We are today reviewing the fifth proposal from Carl Icahn, which would
include issuance of warrants in connection with the self-tender proposal he
previously outlined. We are working with our advisors to evaluate whatever
benefits might flow to shareholders from the warrant he has proposed to
include in his structure. We would note that a portion of any value attributed
to the warrants would be offset by a reduction in the value of the recipients’
stub equity, as well as the fact that receipt of the warrant would likely be a
taxable event. We have been and remain willing to meet or talk with Mr. Icahn
about his various proposals, including at a meeting scheduled earlier this
week which he requested and subsequently cancelled.

“More broadly, it is important to note that all of Mr. Icahn’s various
proposals require abandoning an all cash transaction at a substantial premium
with a high degree of closing certainty that shifts all of the risks of the
business to the buying group in exchange for a highly speculative
recapitalization concept that relies upon the future value of a leveraged
public technology company. We have studied variations on this theme for months
and continue to have substantial reservations about that value proposition.

“Most important, we believe it is critical that Dell shareholders not be
distracted from the clear choice they must make next week – take $13.65 per
share in cash or bear the risks of continuing to hold their Dell shares.”

The Special Committee continuesto recommend that shareholders vote FOR the
$13.65 all cash merger promptly by telephone or internet, following
instructions on the WHITE proxy card, to be sure their votes are received in
time to be counted at Dell’s Special Meeting to be held on Thursday, July 18,
2013 at 8:00 a.m. CDT.

Shareholders who have any questions, require assistance in voting the WHITE
proxy card, or need additional copies of Dell’s proxy materials are encouraged
to contact MacKenzie Partners toll-free at (800) 322-2885, or via email at

Forward-looking Statements

Any statements in these materials about prospective performance and plans for
the Company, the expected timing of the completion of the proposed merger and
the ability to complete the proposed merger, and other statements containing
the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,”
and similar expressions, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Factors or risks that
could cause our actual results to differ materially from the results we
anticipate include, but are not limited to: (1)the occurrence of any event,
change or other circumstances that could give rise to the termination of the
merger agreement; (2)the inability to complete the proposed merger due to the
failure to obtain stockholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger, including
that a governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction; (3)the failure to obtain the necessary
financing arrangements set forth in the debt and equity commitment letters
delivered pursuant to the merger agreement; (4)risks related to disruption of
management’s attention from the Company’s ongoing business operations due to
the transaction; and (5)the effect of the announcement of the proposed merger
on the Company’s relationships with its customers, operating results and
business generally.

Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
included in the materials represent our views as of the date hereof. We
anticipate that subsequent events and developments will cause our views to
change. However, while we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as representing our
views as of any date subsequent to the date hereof. Additional factors that
may cause results to differ materially from those described in the
forward-looking statements are set forth in the Company’s Annual Report on
Form 10–K for the fiscal year ended February 1, 2013, which was filed with the
SEC on March 12, 2013, under the heading “Item 1A—Risk Factors,” and in
subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.

Additional Information and Where to Find It

In connection with the proposed merger transaction, the Company filed with the
SEC a definitive proxy statement and other relevant documents, including a
form of proxy card, on May 31, 2013. The definitive proxy statement and a form
of proxy have been mailed to the Company’s stockholders. Stockholders are
urged to read the proxy statement and any other documents filed with the SEC
in connection with the proposed merger or incorporated by reference in the
proxy statement because they contain important information about the proposed

Investors will be able to obtain a free copy of documents filed with the SEC
at the SEC’s website at In addition, investors may obtain
a free copy of the Company’s filings with the SEC from the Company’s website
at or by
directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn:
Investor Relations, (512) 728-7800,

The Company and its directors, executive officers and certain other members of
management and employees of the Company may be deemed “participants” in the
solicitation of proxies from stockholders of the Company in favor of the
proposed merger. Information regarding the persons who may, under the rules of
the SEC, be considered participants in the solicitation of the stockholders of
the Company in connection with the proposed merger, and their direct or
indirect interests, by security holdings or otherwise, which may be different
from those of the Company’s stockholders generally, is set forth in the
definitive proxy statement and the other relevant documents filed with the
SEC. You can find information about the Company’s executive officers and
directors in its Annual Report on Form 10-K for the fiscal year ended February
1, 2013 (as amended with the filing of a Form 10-K/A on June3, 2013
containing Part III information) and in its definitive proxy statement filed
with the SEC on Schedule 14A on May 24, 2012.

About Dell

Dell Inc. (NASDAQ: DELL) listens to customers and delivers worldwide
innovative technology, business solutions and services they trust and value.
For more information, visit You may follow the Dell Investor
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directly with Dell, go to


Media Contacts for the Special Committee:
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
Sard Verbinnen & Co
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