CARL C. ICAHN ISSUES OPEN LETTER TO DELL STOCKHOLDERS

(The following is a reformatted version of a press release
issued by Carl Icahn and received via electronic mail. The
release was confirmed by the sender.) 
CARL C. ICAHN ISSUES OPEN LETTER TO DELL STOCKHOLDERS 
New York, New York, September 9, 2013 - Today Carl Icahn
released the following open letter to Dell Inc. stockholders. 
Dear Fellow Dell Inc. Stockholders: 
I continue to believe that the price being paid by Michael
Dell/Silver Lake to purchase our company greatly undervalues it,
among other things, because: 
1.     Dell is paying a price approximately 70% below its ten-year
high of $42.38; and 
2.     The bid freezes stockholders out of any possibility of
realizing Dell’s great potential. 
Although the board accepted Michael Dell/Silver Lake’s offer in
February, it promised stockholders that the Company would hold a
meeting at which stockholders could make the final decision as
whether or not to accept the transaction.  The board recommended
that stockholders vote in favor of the proposed transaction
because it was Michael Dell/Silver Lake’s “best and final
offer”.  Icahn and Southeastern argued that stockholders should
not give up the huge potential of Dell and therefore should
reject the proposed transaction.  We won, or at least thought we
won, but when the board realized that they lost the vote, they
simply ignored the outcome.  Even in a dictatorship when the
ruling party loses an election, and then ignores its outcome, it
attempts to provide a plausible reason to justify their actions.
Andrew Bary at Barron’s wisely observed, “In an action worthy of
Vladimir Putin, Dell postponed a vote scheduled for last
Thursday on Michael Dell’s proposed buyout of the company when
it became apparent that there was insufficient shareholder
support for the deal.”  But the Dell board felt they needed no
excuse when they changed the voting standard and changed the
record date of those eligible to vote, which allowed
arbitrageurs to vote a much greater percentage of the stock when
the polls reopen and scheduled the annual meeting for October.
The board simply relied on the usual “business judgment”
catchall and Delaware law to uphold their actions.  We jokingly
ask, “What’s the difference between Dell and a dictatorship?”
The answer: Most functioning dictatorships only need to postpone
the vote once to win. 
As a result of 1) the change in the record date allowing new
stockholders to vote on the proposed Michael Dell/Silver Lake
transaction on September 12th, 2) Chancellor Strine’s ruling
that a gap period between the September 12th meeting and the
annual meeting was legal under Delaware law and 3) the raise in
the bid by Michael Dell/Silver Lake, we have determined that it
would be almost impossible to win the battle on September 12th.
We have therefore come to the conclusion that we will not pursue
additional efforts to defeat the   Michael Dell/Silver Lake
proposal, although we still oppose it and will move to seek
appraisal rights. 
I realize that some stockholders will be disappointed that we do
not fight on.  However, over the last decade, mainly through
“activism” we have enhanced stockholder value in many companies
by billions of dollars.  We did not accomplish this by waging
battles that we thought we would lose.  Michael Dell/Silver Lake
waged a hard fought battle and according to Chancellor Strine,
the actions by Dell were within the Delaware law.  We therefore
congratulate Michael Dell and I intend to call him to wish him
good luck (he may need it). 
While we of course are saddened at our losing the battle to
control Dell, it certainly makes the loss a lot more tolerable
in that as a result of our involvement, Michael Dell/Silver Lake
increased what they said was their “best and final offer”.  As a
result of this increase all stockholders are to receive many
hundreds of millions of dollars more than the board originally
accepted. We will never know how much more stockholders might
have received if the board had allowed the annual meeting to
proceed at the same time as the rescheduled special meeting
which we believe would have put pressure on Michael Dell/Silver
Lake to increase their bid. 
One of the great strengths of our country is that we abide by
the rule of law.  However, state laws dealing with corporate
governance often favor incumbent corporate boards and management
and are weak in many areas.  While we must abide by these laws,
we believe that they can and must be changed.  Among many other
things, boards should not be able to treat elections as
totalitarian dictatorships do; where if they lose, they simply
ignore the results. 
The Dell board, like so many boards in this country, reminds me
of Clark Gable’s last words in “Gone with the Wind,” they simply
“don’t give a damn.” If you are incensed by the actions of the
Dell Board as much as I am, I hope you will choose to follow me
on Twitter where from time to time I give my investment
insights.  I also intend to point out what I consider to be
unconscionable actions by boards and discuss what remedies
shareholders may take to change the situation. 
I wish to take this opportunity to thank all Dell shareholders
who supported Southeastern and Icahn. 
Very truly yours, 
Carl Icahn 
Contact: 
Icahn Capital LP
Susan Gordon
(212) 702-4309 
(bjh) NY 
#<873920.660640.3.9.0.0.76>#
 
 
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