ICAHN, SOUTHEASTERN ISSUE OPEN LETTER TO STOCKHOLDERS OF DELL

(The following is a reformatted version of a press release
issued by Carl C. Icahn and received via electronic mail. The
release was confirmed by the sender.) 
CARL C. ICAHN AND SOUTHEASTERN ASSET MANAGEMENT ISSUE OPEN
LETTER TO STOCKHOLDERS OF DELL AND SPECIAL COMMITTEE 
New York, New York, July 17, 2013 - Carl C. Icahn and his
affiliates and Southeastern Asset Management today issued the
following open letter to stockholders of Dell Inc. and its
Special Committee. 
Dear Fellow Dell Stockholders: 
In its July 16 letter, the Dell Special Committee once again
explained to stockholders why the Special Committee supports the
Michael Dell/Silver Lake transaction that it has spent so many
months trying to persuade us to vote for.  As in the past, we
continue to believe that the Michael Dell/Silver Lake
transaction substantially undervalues Dell and that stockholders
should be entitled to choose to retain the upside potential of
their Dell shares. 
JULY 18 IS THE SCHEDULED TIME FOR THE OWNERS OF DELL TO DECIDE
THE FUTURE OF THEIR COMPANY. 
The Special Committee stated that it has “taken extraordinary
measures to ensure Mr. Dell’s neutrality and to leave the final
decision with disinterested stockholders.”  However, it has been
reported by various news sources that the Board of Directors may
decide to postpone the July 18 vote -- either to get more votes
for the Michael Dell/Silver Lake transaction, or for the Special
Committee to try to negotiate a better price. Quite frankly, if
the Special Committee does not like the $13.65 price, then as we
see it, they should not have approved the Michael Dell/Silver
Lake transaction in the first place.  Also, if stockholders have
not approved that transaction after almost 6 months of the
Special Committee and others campaigning for it, the company
should not put off the July 18 vote.  Can you imagine a
political election contest where one side could push off the
election to wait for a better day to hold the election - a date
when it is hoped they might do better in the vote than they
would have done on the originally scheduled election date?  We
think that if the company wishes to be true to the Special
Committee’s undertaking to “leave the final decision with
disinterested stockholders,” then the company must allow a final
vote to be completed on July 18, and not try to postpone the
vote to a later date. 
Should the Michael Dell/Silver Lake transaction be defeated, we
also urge the Dell Board to move quickly to hold the Annual
Meeting when stockholders will have the opportunity to elect our
slate of directors.  Our slate has met and unanimously supports
our proposed Dell self tender offer and its implementation in
accordance with their fiduciary duties.  As previously
communicated, we believe that our proposed Dell self tender
offer has a total value to tendering stockholders of
approximately $15.50 to $18.00 per share.* 
WE URGE STOCKHOLDERS TO VOTE NO ON THE MICHAEL DELL/SILVER LAKE
PROPOSAL. 
Sincerely,
Carl C. Icahn             O. Mason Hawkins          G. Staley Cates
Icahn Enterprises LP  Southeastern          Southeastern 
Asset Management          Asset Management 
For assistance in voting your shares, please contact D.F. King &
Co., Inc., which is assisting Icahn and Southeastern Asset
Management, at 1-800-347-4750 (banks and brokers call 1-212-269-5550) or by e-mail at dell@dfking.com. 
*     These estimates are based upon the assumptions and
calculations set forth in Definitive Additional Materials that
we filed with the SEC on July 12, 2013 and July 16, 2013 and
reflect only an illustration of the implied value of Dell based
upon those assumptions and calculations.  The foregoing and the
information contained in the Definitive Additional Materials are
not a prediction of the specific future market value of Dell
stock or any warrant. 
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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