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Southeastern Asset Management
and Carl C. Icahn Urge Special Committee and Board of Directors to Act in
Best Interest of Stockholders and Move Dell Forward
Comment on Dell's Decision
to Delay Special Meeting of Stockholders
NEW YORK and
MEMPHIS, Tenn., July 18, 2013
/PRNewswire/ -- Southeastern Asset Management, Inc. and
Carl C. Icahn today issued the
following statement in response to the decision by Dell Inc. (NASDAQ:
DELL) to adjourn the company's Special Meeting to
July 24, 2013.
"It is
unfortunate, although not surprising, that Dell's Board and Special
Committee have delayed the date of the Special Meeting at which
stockholders can vote on the Michael Dell/Silver
Lake freeze out transaction. We believe that this delay
reflects the unhappiness of Dell stockholders with the Michael Dell/Silver
Lake offer, which we believe substantially undervalues the
company. This is not the time for delay but the time to move Dell
forward.
Should the Michael
Dell/Silver
Lake transaction be defeated, we urge the Dell Board to
move quickly to hold the Annual Meeting when stockholders will have the
opportunity to elect our slate of directors. Our slate has met and
unanimously supports our proposed Dell self tender offer and its
implementation in accordance with their fiduciary duties. As previously
communicated, we believe that our proposed Dell self tender offer has a
total value to tendering stockholders of approximately
$15.50 to $18.00 per share.*
Southeastern and
Icahn continue to recommend that our fellow Dell stockholders vote the
GOLD proxy card (1) 'AGAINST' the Merger Agreement proposal, (2)
'AGAINST' the Golden Parachute proposal, and (3) 'AGAINST' the
Adjournment proposal."
Whether or not you
plan to attend the Special Meeting, you are urged to follow the
instructions on the GOLD proxy card or voting instruction form to vote by
Internet or telephone, or sign, mark and date the GOLD proxy card and
return it in the postage-paid envelope provided. Your latest-dated proxy
is the only one that counts, so you may return the GOLD proxy card even if
you have already delivered another proxy. Please do not return any proxy
card sent to you by Dell. If you have already returned a proxy card sent
to you by Dell, that card will be automatically revoked if you complete
and return the GOLD proxy card.
If stockholders have
any questions concerning the Proxy Statement filed by
Carl C. Icahn and Southeastern Asset
Management or would like additional copies, please contact
D.F. King & Co., Inc. at
1-800-347-4750 or
dell@dfking.com.
(*)
Estimates are based upon the assumptions and calculations set forth in
Definitive Additional Materials filed with the SEC on
July 12, 2013, and
July 16, 2013, and reflect only an illustration of the implied
value of Dell based upon those assumptions and calculations. The
foregoing and the information contained in the Definitive Additional
Materials are not a prediction of the specific future market value of Dell
stock or any warrant.
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 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 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 CONTACTS
Carl C. Icahn
Susan Gordon
(212) 702-4309
Southeastern
Asset Management
Lee Harper
(901) 818-5240
SOURCE Southeastern Asset Management, Inc.
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