Statement from Dell Inc. on ‘Go Shop’ Process
25 März 2013 - 2:08PM
Business Wire
Dell Inc. today issued the following statement following the
Dell Board of Directors’ Special Committee announcement regarding
receipt of two alternate proposals in the “go shop” period:
“As the Board's Special Committee continues to oversee its
process, we remain focused on our customers and on providing
innovative products and solutions to help them succeed and better
compete in the marketplace.
Since its founding in 1984, Dell has been dedicated to
delivering a best-in-class customer experience and today, the top
priority of our more than 100,000 team members is serving our
customers around the world.”
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.
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 these 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
will file with the SEC and furnish to the Company’s stockholders a
proxy statement and other relevant documents. Stockholders are
urged to read the 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.
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