The Wall Street Journal, June 6, 2013 article

Forum Home Page see Broadridge note below]

The Shareholder Forum^tm

special project of the public interest program for

For related issues, see programs for

Project Status

Forum participants were encouraged to consider appraisal rights in June 2013 as a means of realizing the same long term intrinsic value that the company's founder and private equity partner sought in an opportunistic market-priced buyout, and legal research of court valuation standards was commissioned to support the required investment decisions.

The buyout transaction became effective on October 28, 2013 at an offer price of $13.75 per share, and the appraisal case was initiated on October 29, 2013, by the Forum's representative petitioner, Cavan Partners, LP. The Delaware Chancery Court issued its decision on May 31, 2016, establishing the intrinsic fair value of Dell shares at the effective date as $17.62 per share, approximately 28.1% more than the offer price, with definitive legal explanations confirming the foundations of Shareholder Forum support for appraisal rights.

Each of the Dell shareholders who chose to rely upon the Forum's support satisfied the procedural requirements to be eligible for payment of the $17.62 fair value, plus interest on that amount compounding since the effective date at 5% above the Federal Reserve discount rate.

Note: On December 14, 2017, the Delaware Supreme Court reversed and remanded the decision above, encouraging reliance upon market pricing of the transaction as a determination of "fair value." The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for the realization of intrinsic value in opportunistically priced but carefully negotiated buyouts.

The new details of Southeastern negotiations with Dell during the period from June 2012 until the February 2013 announcement of an approved proposal, including the suggested $17 per share joint Southeastern-Dell buyout referenced in the article below, are reported in the section �Background of this Solicitation� beginning on page 1 (PDF page 6) of the preliminary proxy statement:

June 6, 2013, Southeastern Asset Management, Inc., SEC Schedule 14A preliminary proxy statement (38 pages, 199 KB, in PDF format)

Source: The Wall Street Journal, June 6, 2013 article

THE WALL STREET JOURNAL.

BUSINESS | Updated June 6, 2013, 1:01 p.m. ET

Dell Shareholders Urged to Vote No by Icahn

By SHIRA OVIDE

Carl Icahn and Southeastern Asset Management Inc. formally urged other Dell Inc. shareholders to vote against a proposed $24.4 billion buyout of the PC maker.

The duo for weeks have been agitating against the offer, struck in February, for private-equity firm Silver Lake Partners and Chief Executive Michael Dell to buy Dell's publicly held shares for $13.65 each. Mr. Icahn and Southeastern last month sketched out an alternative plan to leave some shares publicly traded, and pay Dell stockholders a dividend of $12 a share.

In a filing Thursday with the Securities and Exchange Commission, Mr. Icahn and Southeastern urged shareholders to vote against the Silver Lake-Michael Dell buyout. The filing offered no further details about their alternative offer, which a special committee of Dell's board has said is financially unworkable as proposed.

The filing also adding more details about talks last summer between Mr. Dell and Southeastern officials about a potential going-private transaction. The company previously disclosed Mr. Dell and Southeastern discussed the matter for weeks starting last June, but the filing Thursday for the first time said Southeastern officials sketched out a buyout transaction at $17 a share, with both Mr. Dell and Southeastern retaining shares in the company.

Together, Mr. Icahn and Southeastern own about 12.8% of Dell.

This project was conducted as part of the Shareholder Forum's public interest program for "Fair Investor Access," which is open free of charge to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants. It is a Forum rule that participants will not be identified or quoted without their explicit permission.

The management of Dell Inc. declined the Forum's invitation to provide leadership of this project, but was encouraged to collaborate in its progress to assure cost-efficient, timely delivery of information relevant to investor decisions. As the project evolved, those information requirements were ultimately satisfied in the context of an appraisal proceeding.

Inquiries about this project and requests to be included in its distribution list may be addressed to dell@shareholderforum.com.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum� is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the �Shareholder Forum� name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.