Southeastern Asset Management Comments On Dell's Proposed Go-Private Transaction

     Southeastern Asset Management Comments On Dell's Proposed Go-Private
                                 Transaction

PR Newswire

MEMPHIS, Tenn., Sept. 9, 2013

MEMPHIS, Tenn., Sept. 9, 2013 /PRNewswire/ -- Southeastern Asset Management
today issued the following statement regarding the Dell Inc. (NASDAQ: DELL)
proposed go-private transaction:

  We are grateful for the strong support we received from our fellow Dell
  stockholders throughout this process as we fought diligently on their
  behalf. Indeed, prior to the Special Committee's decision to change the
  voting standard, the Michael Dell/Silver Lake transaction did not receive
  the required stockholder approval on three separate occasions. While we
  continue to oppose the Michael Dell/Silver Lake freeze-out transaction,
  given the new record date, the new stockholder base, the modified voting
  standard and the Board's refusal to combine the Annual Meeting and Special
  Meeting, Southeastern and Icahn will not pursue additional efforts to defeat
  the transaction. Though we continue to believe that our proposal is superior
  to the Michael Dell/Silver Lake transaction, we are pleased that our efforts
  contributed to the modest increase in merger consideration Dell stockholders
  will receive.

  Southeastern strongly believes that by agreeing to the revised Michael
  Dell/Silver Lake proposal and trading away what was perhaps the most
  important "unwaivable" stockholder protection included in the merger
  agreement, the Dell Special Committee did a disservice to stockholders. We
  continue to believe that the Michael Dell/Silver Lake transaction
  significantly undervalues the company and its prospects and denies
  stockholders the opportunity to participate in Dell's significant upside
  potential.

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, 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.

FORWARD-LOOKING STATEMENTS

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.

PRESS CONTACT
Southeastern Asset Management
Lee Harper
(901) 818-5240

SOURCE Southeastern Asset Management
 
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