![PR Newswire: news distribution, targeting and monitoring PR Newswire: news distribution, targeting and monitoring](http://content.prnewswire.com/designimages/logo-prn-01_PRN.gif)
Icahn Moving To Perfect
Appraisal Rights Of Dell Shares; Urges Other Dell Stockholders To Act Now
To Do The Same
NEW YORK, July 10, 2013
/PRNewswire/ --
Carl C. Icahn and his affiliates today
issued the following open letter to stockholders of Dell Inc.
Dear Fellow Dell
Stockholders:
We are in the
process of perfecting our right to seek appraisal of our Dell shares and
we believe that you should also perfect your appraisal rights. Under
Delaware law if a merger occurs and you did not vote for it, you are
entitled, through appraisal, to the fair value of your shares as
determined by a
Delaware court. We have done a great deal of due diligence
concerning the value of Dell, and as we have said in the past, we believe
the $13.65 merger price substantially
undervalues your Dell shares, and we believe if you seek appraisal, you
will receive more. BUT WHAT IS MOST IMPORTANT ABOUT SEEKING APPRAISAL IS
THAT YOU CAN CHANGE YOUR MIND ABOUT APPRAISAL UP TO 60 DAYS AFTER THE
MERGER AND STILL TAKE THE $13.65 PER SHARE.
During the "free 60 day period" we believe Dell may wish to negotiate
with those that sought appraisal and possibly pay a premium over
$13.65 to get them to settle and drop their
appraisal claims, as explained below. To add a new twist to an old
saying, "you can have your cake and eat it too".
Those Who Seek
Appraisal May Get Lucky
In many merger
transactions, if over a certain number of stockholders seek appraisal
rights, this gives the purchaser the right to opt out of the transaction
and thereby avoid the uncertainty created by appraisal. However, Michael
Dell and
Silver Lake did not obtain this opt out right. This leaves
Michael Dell and Silver Lake VERY exposed. Because they neglected to
obtain this right, no matter how many stockholders seek appraisal, if the
merger is approved, Michael Dell and
Silver Lake are obligated to close or pay a
$750 million penalty. We would certainly
like to be present to hear the discussion between Michael Dell/Silver
Lake and their lenders as they consider the impact of a
substantial exercise by stockholders of their appraisal rights. Will the
lenders use this as an excuse to refuse to close claiming this is a
material adverse change, especially in light of the terrible time Dell is
having in the PC market as so often stated by Dell themselves? We think
that there is a good chance that none of them will want to face the
overhang of a large number of stockholders seeking appraisal. I therefore
believe there will be significant pressure on Michael Dell and
Silver Lake to resolve the appraisal rights, and possibly
seek a settlement during the "free 60 day period". Even if you want the
Michael Dell/Silver
Lake offer to be accepted, unless you believe your shares
will tip the balance, why vote for it? Why not seek appraisal and have
the benefit of the "free 60 day period"? Dell may well pay a premium over
$13.65 to settle with those seeking
appraisal.
THE PROCESS TO SEEK
APPRAISAL RIGHTS TAKES TIME, SO ACT NOW IF YOU WISH TO PERFECT YOUR
APPRAISAL RIGHTS AND IMMEDIATELY CONTACT YOUR BROKER AND OTHER ADVISORS. If
you have any questions concerning appraisal rights or wish to seek help or
information regarding appraisal rights, contact
D.F. King & Co., Inc. at
1-800-347-4750 or
dell@dfking.com. They will take your information and
provide it to people at Icahn who will call you back.
REMEMBER YOU CAN
CHANGE YOUR MIND ABOUT APPRAISAL DURING THE "FREE 60 DAY PERIOD" AND STILL
TAKE YOUR $13.65 PER SHARE.
For a detailed
discussion of the process for perfecting and exercising appraisal rights,
see page 180 of the Definitive Proxy Statement on Schedule 14A filed by
Dell with the SEC on May 31, 2013.
We continue to urge
stockholders to vote AGAINST the Michael Dell/Silver
Lake transaction.
Sincerely,
Carl
C. Icahn |
|
Keith
Schaitkin |
Chairman |
|
General Counsel |
Icahn
Enterprises, L.P. |
|
Icahn
Enterprises, L.P. |
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
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.
FORWARD-LOOKING
STATEMENTS
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.
SOURCE
Carl C. Icahn
Copyright © 2013 PR Newswire Association LLC. |