ICAHN COMMENCES LITIGATION AGAINST DELL AND ITS DIRECTORS

(The following is a reformatted version of a press release
issued by Carl C. Icahn and received via e-mail. The release was
confirmed by the sender.) 
ICAHN COMMENCES LITIGATION IN DELAWARE COURT AGAINST DELL INC.
AND DELL’S BOARD OF DIRECTORS 
New York, New York, August 1, 2013 - 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. 
Contact: 
Icahn Capital LP
Susan Gordon
(212) 702-4309 
(sgp) NY 
#<278855.14078.3.4.1.0.76>#
 
 
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