Icahn Commences Litigation In Delaware Court Against Dell Inc. And Dell's Board Of Directors

  Icahn Commences Litigation In Delaware Court Against Dell Inc. And Dell's
                              Board Of Directors

PR Newswire

NEW YORK, Aug. 1, 2013

NEW YORK, Aug. 1, 2013 /PRNewswire/ --Carl C. Icahn and his affiliates today
filed a complaint against Dell Inc. and the members of its Board of Directors
in the Court of Chancery of the State of Delaware. In the Court of Chancery,
Icahn is seeking, among other things: (i) to prevent the company from setting
a new record date for the Special Meeting, (ii) to require that if the company
nonetheless is permitted to set a new record date for the Special Meeting,
that the Special Meeting and the Annual Meeting be held on the same date and
time, and with the same record date, (iii) to enjoin Michael Dell and his
affiliates from voting any Dell shares acquired since February 5, 2013, (iv)
to obtain a declaration that the Dell Board breached its fiduciary duties to
the stockholders by, among other things, adjourning the Special Meeting on
July 24 without also scheduling the Annual Meeting at the same time, (v) to
enjoin the company from changing the stockholder voting requirements in the
Merger Agreement, and (vi) damages from Dell and its directors for any losses
caused by Dell and its Board.

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 NOW SCHEDULED TO BE HELD ON AUGUST 2, 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.

SOURCE Carl C. Icahn

Contact: Icahn Capital LP, Susan Gordon, (212) 702-4309
 
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