Carl C. Icahn (as published by PR Newswire), July 7, 2013 press release

NEW YORK, July 7, 2013 /PRNewswire/ -- Carl C. Icahn and his affiliates today issued the following letter to stockholders of Dell Inc.

Over the last 50 years I have studied and dealt with hundreds of companies. In many cases, I have criticized boards and directors for blatant mismanagement and misdeeds. I have seen some awful things done to shareholders. But I have never seen a board conduct a campaign to demean the business prospects of their own company in the way Dell has during the past few weeks.

Why have they done this? In my opinion, they wish to frighten stockholders into selling Dell to Michael Dell and Silver Lake, at what I believe is a bargain price. There is nothing subtle in the approach of the Special Committee, as evidenced by the recent article by Rolfe Winkler of Dow Jones entitled "Scaring the Dell Out of Investors." The height of this audacious campaign has come Friday July 5, when Dell issued what I believe was a brazen attempt to scare ISS into approving the "uncontested" Dell offer. In this presentation, Dell issued pages of confusing and obfuscating statements, but it is interesting to note that they never changed their projections in which they have Dell earning $3 billion of operating income for the year.

I have obviously done a great deal of research concerning Dell. My simple conclusion is that I believe the PC business is not going away, but the industry is changing. Dell, for many reasons, will benefit from these changes. For example, their recent investments of $13 billion in enterprise software and other non-PC businesses is already beginning to show results. And, I believe that there are many opportunities to enhance the value of Dell through cost savings. I believe that the Board could have and should have given all shareholders the opportunity to benefit from these developments, and not just their "favorite son." My proposal of a $14 per share Dell tender, coupled with the ability to remain as a stockholder in Dell, gives stockholders that choice.

I am known as an astute investor and I am not inclined to make a huge investment lightly. I am proposing a total risk to my affiliates and myself of $5 billion (including our existing equity and proposed debt financing) and thereby provide an alternative to Michael Dell and Silver Lake acquiring the company at what I consider to be a bargain price. I have not risked $5 billion merely to get a bump from Michael Dell and Silver Lake. I have risked it to have a large investment in a company with great potential.

I urge stockholders to take this opportunity to stand up to the board that we believe presided over a number of mistakes made by Michael Dell in operating Dell over the last four years. Instead of holding him accountable for mistakes, they have chosen to award him and his new partners the opportunity to acquire our entire company at what I believe is a bargain price. It is time to hold this board as well as Michael Dell accountable and vote "no" to the proposed Michael Dell /Silver Lake deal, rather than allowing them to "freeze us out."

If you have any questions concerning the Icahn/Southeastern Proxy Statement or would like additional copies, please contact D.F. King & Co., Inc. at 1-800-347-4750 or dell@dfking.com.

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED JUNE 26, 2013, AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY ICAHN ENTERPRISES, LP, SOUTHEASTERN ASSET MANAGEMENT, INC. AND THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF DELL INC. FOR USE AT DELL INC.'S SPECIAL MEETING OF STOCKHOLDERS SCHEDULED TO BE HELD ON JULY 18, 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 DEFINITIVE PROXY STATEMENT, DATED JUNE 26, 2013. EXCEPT AS OTHERWISE DISCLOSED IN THE DEFINITIVE PROXY STATEMENT, THE PARTICIPANTS HAVE NO INTEREST IN DELL INC. OTHER THAN THROUGH THE BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK OF DELL INC. AS DISCLOSED IN THE DEFINITIVE PROXY STATEMENT. WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD PARTY TO INCLUDE THEIR INFORMATION IN THIS LETTER.

Certain statements contained in this letter, and the documents referred to in this letter, 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 letter include, among other things, the factors identified under the section entitled "Risk Factors" in Dell's Annual 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.

Why Does Dell Keep Attacking Its Own Business?