Carl C. Icahn And Southeastern Asset Management File Preliminary Proxy
Statement For Election Of Directors At 2013 Dell Annual Meeting
NEW YORK, Aug. 16, 2013
NEW YORK, Aug. 16, 2013 /PRNewswire/ -- Carl C. Icahn and his affiliates
("Icahn") and Southeastern Asset Management ("Southeastern"), holders of 8.9%
and 4.0% of Dell's outstanding common stock, respectively, today announced
that they have filed a preliminary proxy statement with the U.S. Securities
and Exchange Commission ("SEC") regarding the election of directors to the
Dell Board of Directors in connection with the 2013 Annual Meeting of
Stockholders. Icahn and Southeastern will seek to elect their nominees to the
Dell Board if the proposed Michael Dell/Silver Lake freeze-out transaction is
voted down by the Company's stockholders.
As detailed in the preliminary proxy statement, Icahn and Southeastern are
seeking to change the Dell Board because they believe that the Dell Board must
be completely reconstituted to ensure that the interests of the stockholders,
the true owners of Dell, are appropriately represented in the Dell boardroom.
Icahn and Southeastern have nominated directors who have strong, relevant
backgrounds and who are committed to fully exploring all opportunities to
unlock stockholder value.
At the 2013 Annual Meeting, Icahn and Southeastern are seeking support from
fellow stockholders to elect the 12 Icahn and Southeastern nominees to serve
until the 2014 annual meeting of stockholders and until their respective
successors are duly elected and qualified. The Icahn and Southeastern
nominees are: Carl C. Icahn, Harry Debes, Dr. Rajendra Singh, Gary Meyers,
Daniel Ninivaggi, Jonathan Christodoro, A.B. Krongard, Matthew C. Jones, Rahul
N. Merchant, Peter van Oppen, Howard Silver, and David A. Willmott.
Icahn and Southeastern have nominated 12 directors who possess a broad range
of experience in the information technology, data storage, software, finance
and accounting, and operations and management fields, and who are committed to
exploring all value-creating opportunities for stockholders. Biographical
information for the Icahn and Southeastern nominees is included in the
preliminary proxy statement as filed with the SEC.
Icahn and Southeastern continue to believe that the Michael Dell/Silver Lake
freeze-out transaction undervalues Dell and its prospects and denies
stockholders the opportunity to participate in Dell's significant upside
potential. Icahn and Southeastern continue to recommend that their fellow
Dell stockholders vote against the Michael Dell/Silver Lake freeze-out
proposal at the Special Meeting currently scheduled for September 12, 2013.
If stockholders have any questions concerning the preliminary proxy statement
filed by Carl C. Icahn and Southeastern Asset Management, please contact D.F.
King & Co., Inc. at 1-800-347-4750 or firstname.lastname@example.org.
ABOUT SOUTHEASTERN ASSET MANAGEMENT
Southeastern Asset Management, Inc., headquartered in Memphis, Tenn., is an
investment management firm with $34 billion in assets under management acting
as investment advisor to institutional investors and the four Longleaf
Partners Funds: Longleaf Partners Fund, Longleaf Partners Small-Cap Fund,
Longleaf Partners Global Fund and Longleaf Partners International Fund, as
well as two Irish domiciled UCITS Funds: Longleaf Partners Global UCITS Fund
and Longleaf Partners US UCITS Fund. Southeastern was established in 1975, and
the first of the Longleaf Partners Funds was launched in 1987.
NOTICE TO INVESTORS
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, SOUTHEASTERN ASSET
MANAGEMENT, INC. AND THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF DELL
INC. FOR USE AT DELL INC.'S 2013 ANNUAL MEETING WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION
RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED TO STOCKHOLDERS
OF DELL INC. AND WILL ALSO BE 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 PRELIMINARY
PROXY STATEMENT FILED BY ICAHN AND SOUTHEASTERN WITH THE SEC, AND THE SCHEDULE
13D FILED BY CARL C. ICAHN AND HIS AFFILIATES ON MAY 10, 2013, AS AMENDED
THROUGH THE DATE HEREOF, AND THE SCHEDULE 13D FILED BY SOUTHEASTERN ASSET
MANAGEMENT, INC. AND ITS AFFILIATES ON FEBRUARY 8, 2013, AS AMENDED THROUGH
THE DATE HEREOF.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED JUNE 26, 2013,
AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN,
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 SEPTEMBER 12, 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 PROXY STATEMENT AND THE SCHEDULE 13D FILED BY
CARL C. ICAHN AND HIS AFFILIATES ON MAY 10, 2013, AS AMENDED THROUGH THE DATE
HEREOF, AND THE SCHEDULE 13D FILED BY SOUTHEASTERN ASSET MANAGEMENT, INC. AND
ITS AFFILIATES ON FEBRUARY 8, 2013, AS AMENDED THROUGH THE DATE HEREOF.
Certain statements contained in this press release, and the documents referred
to in this press release, 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 press release include, among other things,
the factors identified under the section entitled "Risk Factors" in Dell's
Special 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 Southeastern Asset Management, Inc.
Contact: Icahn Capital LP, Susan Gordon, (212) 702-4309; or Southeastern Asset
Management, Lee Harper, (901) 818-5240
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