Icahn Comments On Latest Dell Machinations

                  Icahn Comments On Latest Dell Machinations

PR Newswire

NEW YORK, Aug. 2, 2013

NEW YORK, Aug. 2, 2013 /PRNewswire/ --Carl C. Icahn today issued the
following statement regarding Dell Inc.:

In every war there are many battles. We are pleased today to have won yet
another battle, but the war regarding Dell is far from over. Through its
actions today, the Special Committee has finally acknowledged publicly what we
have been saying all along – that Michael Dell's offer substantially
undervalues the company. Obviously Mr. Dell's previous characterization of his
offer as "best and final" was neither. However, we are not satisfied – we
believe that an increase of a mere 13 cents is an insult to shareholders. And
promising shareholders an additional 8-cent dividend that we were already
entitled to, and pretending that it is some sort of gift, is a further slap in
the face. We also continue to believe that the Special Committee is improperly
putting its thumb on the scales in favor of Mr. Dell's offer by changing the
voting rules midstream and by refusing to hold the Special Meeting and the
Annual Meeting on the same date and time – the only mechanism that would give
shareholders a true choice. As such, we will continue to vigorously pursue our
lawsuit in the Delaware Court of Chancery.

We believe this lawsuit has now become of paramount importance. It is crucial
that the Special Meeting and the Annual Meeting be held on the same date and
time and that the same record date be used for both meetings. This is
particularly significant due to the large number of shares that are now in the
hands of arbitrageurs.

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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