Dell Special Committee Receives Notice of Withdrawal from Blackstone
19 April 2013 - 1:00PM
Business Wire
The Special Committee of the Board of Dell Inc. (NASDAQ: DELL)
today announced that it has been informed by Blackstone Management
Partners L.L.C. that the group led by Blackstone has decided not to
submit a definitive proposal to acquire the Company and is
withdrawing from the process.
Blackstone followed with a formal letter, the
text of which is below:
Boulder Acquisition Corp. c/o Blackstone Management Partners L.L.C.
April 18, 2013
STRICTLY PRIVATE AND
CONFIDENTIAL
Special Committee of the Board of Directors of Dell Inc. One Dell
Way Round Rock, Texas 78682 Attention: Alex Mandl, Presiding
Director
Dear Alex,
I want to thank you, the Special Committee, and its advisors for
inviting us into the process and for granting us due diligence
access to Dell Inc. I also want to express our gratitude to Michael
Dell and the management team for spending time with us and
providing us with information and data relating to the business
plan and financial forecasts of Dell.
You have asked for an update of our views after the intensive
due diligence that we just completed. While we still believe that
Dell is a leading global company with strong market positions, a
number of significant adverse issues have surfaced since we
submitted our letter proposal to you on March 22nd, including: (1)
an unprecedented 14 percent market decline in PC volume in the
first quarter of 2013, its steepest drop in history, and
inconsistent with Management’s projections for modest industry
growth; and (2) the rapidly eroding financial profile of Dell.
Since our bid submission, we learned that the company revised its
operating income projections for the current year to $3.0 billion
from $3.7 billion.
For the reasons set forth above, among
other reasons, on behalf of Boulder Acquisition Corp., Blackstone
Management Partners, Francisco Partners, Insight Venture Partners,
and Riverwood Capital, I regret to inform you that we will likely
not pursue this opportunity. I would welcome the opportunity to
speak to you to follow up on these matters and answer any questions
that you may have.
Sincerely, BOULDER ACQUISITION CORP.
By: /S/ Name: Chinh Chu cc: Roger Altman, Evercore Partners
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 the 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
filed with the SEC a preliminary proxy statement and other
documents relating to the proposed merger on March 29, 2013.
When completed, a definitive proxy statement and a form of proxy
will be filed with the SEC and mailed to the Company’s
stockholders. Stockholders are urged to read the definitive 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.
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.
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