Dell Special Committee Responds to Revised Proposal from Michael Dell and Silver Lake

  Dell Special Committee Responds to Revised Proposal from Michael Dell and
  Silver Lake

Business Wire

ROUND ROCK, Texas -- July 31, 2013

The Special Committee of the Board of Dell Inc. (NASDAQ: DELL) sent the
following letter to Michael Dell and Silver Lake Partners in response to their
revised acquisition proposal of July 23, 2013:

July 30, 2013

Mr. Michael S. Dell
Dell Inc.
One Dell Way
Round Rock, Texas 78682

Mr. Egon Durban
Silver Lake Partners
9 West 57th Street, 32^nd floor
New York, NY 10019

Dear Mr. Dell and Mr. Durban:

The Special Committee has carefully reviewed your letter of July 23, 2013, in
which you propose to increase your offer to $13.75 from $13.65 per share
subject to the Committee agreeing to change the voting standard such that
non-voting shares are no longer the functional equivalent of no votes in
determining the majority of disinterested shares.

The Committee is not prepared to accept your proposal. We are, however,
willing to establish a new record date for a vote on a $13.75 per share
transaction under the existing voting standard. A new record date would enable
the many shareholders who bought their shares after June 3, 2013 to vote on
the transaction while giving all shareholders more time to reflect on where
their best interests lie in light of the improved offer.

In the alternative, we are prepared to proceed with a vote on the existing
$13.65 per share transaction at the Special Meeting to be reconvened on August
2, 2013 at 9:00 a.m. Central Time.

We look forward to your response.

Sincerely,

THE SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS OF DELL INC.

By _______/s/________

Alex J. Mandl

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
merger.

Investors will be able to obtain a free copy of documents filed with the SEC
at the SEC’s website at http://www.sec.gov. In addition, investors may obtain
a free copy of the Company’s filings with the SEC from the Company’s website
at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by
directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682, Attn:
Investor Relations, (512) 728-7800, investor_relations@dell.com.

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 www.Dell.com. You may follow the Dell Investor
Relations Twitter account at: http://twitter.com/Dellshares. To communicate
directly with Dell, go to www.Dell.com/Dellshares.

Contact:

For the Special Committee:
Sard Verbinnen & Co
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
212-687-8080