MEMPHIS, Tenn., May 31, 2013 /PRNewswire/ -- Southeastern
Asset Management, Inc. the largest independent stockholder of Dell
Inc. (NASDAQ: DELL) today released an open letter to stockholders
of Dell urging them not to take any action in response to Dell's
proxy materials related to the management-led buyout proposal, and
to refrain from signing or returning any proxy card that they may
receive from Dell. Southeastern will mail its letter directly to
Dell stockholders.
Southeastern, along with Icahn Enterprises L.P., believes that
substantially greater value can be realized for Dell stockholders
than what is reflected in the Dell management-led buyout proposal
and will be making a proxy statement available in the near
future.
The full text of the letter is as follows:
May 31, 2013
Dear Fellow Dell Stockholder:
Earlier today, Dell Inc. announced that it has filed definitive
proxy materials with the Securities and Exchange Commission
soliciting your vote for a proposed transaction in which Dell would
be taken private at $13.65 per share
in a management buyout sponsored by Michael
Dell and his partner, a private equity firm called Silver
Lake Partners (the "Management Buyout Proposal").
Southeastern Asset Management, Inc. beneficially owns more than 8%
of the outstanding shares of Dell, which makes us the single
largest independent investor in Dell. We are a long-term
investor in Dell and (like you) we care about our
investment. We urge you to refrain from signing or
returning any proxy card voting for the Management Buyout Proposal
(or, for that matter, any proxy card sent to you by Dell).
We, along with Icahn Enterprises L.P., believe that
substantially greater value can be realized for Dell stockholders
than what is reflected in the Management Buyout Proposal.
In the near future, we will make our own proxy statement available
to stockholders.
After you have received and reviewed our proxy statement,
together with the proxy statement sent to you by the board of
directors of Dell, we will ask you to consult with your financial
advisor and join with us in opposing the Management Buyout
Proposal. Until then, we urge you to refrain from signing
or returning any proxy card voting for the Management Buyout
Proposal (or, for that matter, any proxy card sent to you by
Dell).
In our efforts to advance superior alternatives to the
Management Buyout Proposal for the benefit of all stockholders,
Southeastern has agreed to work with Icahn Enterprises L.P. and
certain of its affiliates solely for the purposes of promoting the
proposals contained in our May 9,
2013, letter to the Board of Directors of Dell, including
urging stockholders to vote against the Management Buyout
Proposal.
If you have any questions, please contact D.F. King & Co., Inc., which is assisting us
in connection with our opposition to the Management Buyout
Proposal, toll-free at 1-800-347-4750.
We look forward to communicating with you about your investment
in Dell.
Sincerely,
O. Mason Hawkins,
CFA
|
G. Staley Cates,
CFA
|
Chairman &
CEO
|
President &
CIO
|
ABOUT SOUTHEASTERN ASSET MANAGEMENT
Southeastern Asset
Management, Inc., headquartered in Memphis, Tenn., is an investment management
firm with $34 billion in assets under
management acting as investment advisor to institutional investors
and the four Longleaf Partners Funds: Longleaf Partners Fund,
Longleaf Partners Small-Cap Fund, Longleaf Partners Global Fund and
Longleaf Partners International Fund, as well as two Irish
domiciled UCITS Funds: Longleaf Partners Global UCITS Fund and
Longleaf Partners US UCITS Fund. Southeastern was established in
1975, and the first of the Longleaf Partners Funds was launched in
1987.
INFORMATION ABOUT SOUTHEASTERN ASSET MANAGEMENT, INC. ("SAM")
AND A DESCRIPTION OF ITS DIRECT AND INDIRECT INTEREST BY SECURITY
HOLDINGS IS CONTAINED IN THE SCHEDULE 13D FILED BY SAM WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") ON FEBRUARY 8, 2013 (AS AMENDED FROM TIME TO
TIME). FREE COPIES OF THESE DOCUMENTS CAN BE OBTAINED AT THE
SEC'S WEBSITE AT WWW.SEC.GOV.
SAM AND ICAHN ENTERPRISES L.P. ("ICAHN") INTEND TO FILE A PROXY
STATEMENT WITH THE SEC REGARDING THE MANAGEMENT BUYOUT PROPOSAL OF
DELL, AS CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS
OF FEBRUARY 5, 2013, BY AND AMONG
DENALI HOLDING INC., DENALI INTERMEDIATE INC., DENALI ACQUIROR INC.
AND DELL. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF
DELL ARE URGED TO READ SAM AND ICAHN'S DEFINITIVE PROXY STATEMENT,
WHEN IT BECOMES AVAILABLE, CAREFULLY IN ITS ENTIRETY, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MANAGEMENT BUYOUT
PROPOSAL. STOCKHOLDERS OF DELL MAY OBTAIN FREE COPIES OF THE
DEFINITIVE PROXY STATEMENT, WHEN IT BECOMES AVAILABLE, AND OTHER
DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC BY SAM AND ICAHN AT
THE SEC'S WEBSITE AT WWW.SEC.GOV.
FORWARD-LOOKING STATEMENTS
Certain statements
contained in this press release, and the documents referred to or
incorporated by reference into this press release, 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 press release
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 on May 31,
2013. Such forward-looking statements should therefore be
construed in light of such factors, and Southeastern/Icahn
Enterprises L.P. 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 Southeastern Asset Management, Inc.