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May 20,
2013 07:00 AM Eastern Daylight Time
Dell
Special Committee Sends Letter To Carl Icahn and Southeastern Asset
Management
ROUND ROCK, Texas--(BUSINESS
WIRE)--The Special Committee of the Board of Directors
of Dell Inc. (NASDAQ: DELL) today sent a letter to Carl Icahn and
Southeastern Asset Management underscoring its need for additional
information regarding the proposed leveraged recapitalization transaction
submitted to the Board on May 9, 2013. The letter follows:
May 20, 2013
Mr. Carl C. Icahn
Icahn Enterprises L.P.
767 Fifth Avenue, 47th Floor
New York, NY 10153
Mr. G. Staley Cates
Southeastern Asset Management Inc.
6410 Poplar Avenue, Suite 900
Memphis, TN 38119
Icahn/Southeastern Proposal
Dear Mr. Icahn and Mr. Cates:
On behalf of a group formed by various of your affiliates, your
representatives have made a number of requests for information, including
a request for data room access for a potential lender, to advisors to the
Special Committee of the Board of Directors of Dell Inc. (“Dell” or the
“Company”) in connection with the potential transaction outlined in your
letter dated May 9, 2013, addressed to the Board of Directors of Dell.
As you know, on May 13, 2013 we sent you a letter requesting
clarifications and additional materials relating to your proposal. Unless
the Board of Directors of Dell determines that your proposal could
reasonably be expected to result in a “Superior Proposal” as defined in
the Company’s existing merger agreement with affiliates of Silver Lake and
Michael Dell, we are not permitted to provide you with information or
engage in discussions concerning your proposal. Please understand that
unless we receive information that is responsive to our May 13 letter, we
are not in a position to evaluate whether your proposal meets that
standard. Accordingly, neither we nor our representatives are able to
respond to your requests and inquiries. We look forward to your response
to our May 13 letter.
Very truly
yours,
The Special Committee
of the Board of Directors
of Dell Inc.
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 10, 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:
Sard Verbinnen & Co
George Sard/Jim Barron/Matt Benson, 212-687-8080 |