Dell Special Committee Sends Letter To Carl Icahn and Southeastern Asset Management
20 Mai 2013 - 1:00PM
Business Wire
The Special Committee of the Board of Directors of Dell Inc.
(NASDAQ: DELL) today sent a letter to Carl Icahn and Southeastern
Asset Management underscoring its need for additional information
regarding the proposed leveraged recapitalization transaction
submitted to the Board on May 9, 2013. The letter follows:
May 20, 2013
Mr. Carl C. IcahnIcahn Enterprises L.P.767 Fifth Avenue, 47th
FloorNew York, NY 10153
Mr. G. Staley CatesSoutheastern Asset Management Inc.6410 Poplar
Avenue, Suite 900Memphis, TN 38119
Icahn/Southeastern Proposal
Dear Mr. Icahn and Mr. Cates:
On behalf of a group formed by various of your
affiliates, your representatives have made a number of requests for
information, including a request for data room access for a
potential lender, to advisors to the Special Committee of the Board
of Directors of Dell Inc. (“Dell” or the “Company”) in connection
with the potential transaction outlined in your letter dated May 9,
2013, addressed to the Board of Directors of Dell.
As you know, on May 13, 2013 we sent you a
letter requesting clarifications and additional materials relating
to your proposal. Unless the Board of Directors of Dell determines
that your proposal could reasonably be expected to result in a
“Superior Proposal” as defined in the Company’s existing merger
agreement with affiliates of Silver Lake and Michael Dell, we are
not permitted to provide you with information or engage in
discussions concerning your proposal. Please understand that unless
we receive information that is responsive to our May 13 letter, we
are not in a position to evaluate whether your proposal meets that
standard. Accordingly, neither we nor our representatives are able
to respond to your requests and inquiries. We look forward to your
response to our May 13 letter.
Very truly yours,The Special Committeeof the
Board of Directorsof Dell Inc.
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 May 10, 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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