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May
10, 2013 01:05 PM Eastern Daylight Time
Dell
Special Committee Issues Statement on Proposal from Carl Icahn and
Southeastern Asset Management
ROUND ROCK, Texas--(BUSINESS
WIRE)--The Special Committee of the Board of Dell Inc.
(NASDAQ: DELL) today issued the following statement regarding a
non-binding proposal it has received from Carl Icahn and Southeastern
Asset Management:
“Mr. Icahn and
Southeastern have outlined a potential leveraged recapitalization
transaction that they want the Dell Board either to recommend at this time
or to consider if the existing going-private transaction is rejected by
Dell shareholders. They have also proposed replacing the Board with a
slate of new directors who they say would approve such a transaction.
Consistent with the Special Committee’s goal of achieving the best
possible outcome for all shareholders, we and our advisors are carefully
reviewing the potential transaction to assess the potential risks and
rewards to the public shareholders.”
Forward-looking Statements
Any statements in
these materials about prospective performance and plans for the Company,
the expected timing of the completion of the proposed merger and the
ability to complete the proposed merger, and other statements containing
the words “estimates,” “believes,” “anticipates,” “plans,” “expects,”
“will,” and similar expressions, other than historical facts, constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Factors or risks that could cause our actual results to differ materially
from the results we anticipate include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement; (2) the inability to
complete the proposed merger due to the failure to obtain stockholder
approval for the proposed merger or the failure to satisfy other
conditions to completion of the proposed merger, including that a
governmental entity may prohibit, delay or refuse to grant approval for
the consummation of the transaction; (3) the failure to obtain the
necessary financing arrangements set forth in the debt and equity
commitment letters delivered pursuant to the merger agreement; (4) risks
related to disruption of management’s attention from the Company’s ongoing
business operations due to the transaction; and (5) the effect of the
announcement of the proposed merger on the Company’s relationships with
its customers, operating results and business generally.
Actual results
may differ materially from those indicated by such forward-looking
statements. In addition, the forward-looking statements included in the
materials represent our views as of the date hereof. We anticipate that
subsequent events and developments will cause our views to change.
However, while we may elect to update these forward-looking statements at
some point in the future, we specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing our views as of any date subsequent to the date hereof.
Additional factors that may cause results to differ materially from those
described in the forward-looking statements are set forth in the Company’s
Annual Report on Form 10–K for the fiscal year ended February 1, 2013,
which was filed with the SEC on March 12, 2013, under the heading “Item
1A—Risk Factors,” and in subsequent reports on Forms 10–Q and 8–K filed
with the SEC by the Company.
Additional
Information and Where to Find It
In connection
with the proposed merger transaction, the Company filed with the SEC a
preliminary proxy statement and other documents relating to the proposed
merger on May 2, 2013. When completed, a definitive proxy statement and a
form of proxy will be filed with the SEC and mailed to the Company’s
stockholders. Stockholders are urged to read the definitive proxy
statement when it becomes available and any other documents to be filed
with the SEC in connection with the proposed merger or incorporated by
reference in the proxy statement because they will contain important
information about the proposed merger.
Investors will be
able to obtain a free copy of documents filed with the SEC at the SEC’s
website at
http://www.sec.gov. In addition, investors may obtain a free copy of
the Company’s filings with the SEC from the Company’s website at
http://content.dell.com/us/en/corp/investor-financial-reporting.aspx
or by directing a request to: Dell Inc. One Dell Way, Round Rock, Texas
78682, Attn: Investor Relations, (512) 728-7800,
investor_relations@dell.com.
The Company and
its directors, executive officers and certain other members of management
and employees of the Company may be deemed “participants” in the
solicitation of proxies from stockholders of the Company in favor of the
proposed merger. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of the
stockholders of the Company in connection with the proposed merger, and
their direct or indirect interests, by security holdings or otherwise,
which may be different from those of the Company’s stockholders generally,
will be set forth in the proxy statement and the other relevant documents
to be filed with the SEC. You can find information about the Company’s
executive officers and directors in its Annual Report on Form 10-K for the
fiscal year ended February 1, 2013 and in its definitive proxy statement
filed with the SEC on Schedule 14A on May 24, 2012.
About Dell
Dell Inc.
(NASDAQ: DELL) listens to customers and delivers worldwide innovative
technology, business solutions and services they trust and value. For more
information, visit
www.Dell.com. You may follow the Dell Investor Relations Twitter
account at:
http://twitter.com/Dellshares. To communicate directly with Dell, go
to
www.Dell.com/Dellshares.
Contacts
Contacts for the Special Committee:
George Sard/Paul Verbinnen/Jim Barron/Matt Benson
Sard Verbinnen & Co
(212) 687-8080 |