Dell Special Committee Files Investor Presentation
05 Juni 2013 - 3:00PM
Business Wire
The Special Committee of the Board of Directors of Dell Inc.
(NASDAQ: DELL) today filed with the U.S. Securities and Exchange
Commission an investor presentation advocating support of the
merger agreement between the Company and entities owned by Michael
Dell and investment funds affiliated with Silver Lake Partners. The
presentation details the following:
- Why the Board believes the $13.65 per
share cash sale to Silver Lake and Michael Dell is the best option
for shareholders, including the superior value and certainty it
provides relative to all alternatives evaluated and its shifting of
Dell’s business risks to the buyer group
- The Special Committee’s rigorous and
objective process to achieve the best possible outcome for
shareholders
- Analysis of Dell’s core PC business,
deteriorating PC market fundamentals and the uncertainties and
challenges facing Dell in its transformation to an Enterprise
Solutions and Services business
- The Special Committee’s thorough
evaluation of a full range of strategic alternatives, including a
leveraged recapitalization and the valuation risks resulting from
the poor trading prospects for a highly leveraged public equity
stub, the risks and uncertainties of continuing shareholder
exposure to the PC market, the risks and uncertainties of Dell’s
ongoing transformation, and the potential for adverse perceptions
among employees, vendors and customers that could affect Dell’s
business
- The significant liquidity gap in the
recapitalization proposed by Icahn/Southeastern that could reduce
the promised $12.00 per share special dividend to $9.35 per share
-- and to $8.50 per share if Icahn/Southeastern are the only
shareholders electing the equity stub instead of cash.
The Board recommends that stockholders vote “FOR” the $13.65 per
share cash sale to Silver Lake and Michael Dell and encourages all
Dell stockholders to carefully evaluate the investor presentation
as part of their consideration of the transaction.
The investor presentation and other information related to the
transaction are available in the "Investor Relations" section of
Dell’s website at www.dell.com and at the SEC's website at
www.sec.gov.
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 definitive proxy statement and other
documents, including a form of proxy card, on May 31, 2013. The
definitive proxy statement and a form of proxy will be mailed to
the Company’s stockholders. Stockholders are urged to read the
proxy statement and any other documents filed with the SEC in
connection with the proposed merger or incorporated by reference in
the proxy statement because they 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, is set forth in the definitive proxy
statement and the other relevant documents 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.
Media Contacts for the Special Committee:Sard Verbinnen
& CoGeorge Sard/Paul Verbinnen/Jim Barron/Matt
Benson212-687-8080orInvestor Contacts for the Special
Committee:MacKenzie Partners, Inc.Dan Burch,
212-929-5748Charlie Koons, 212-929-5708Paul Schulman,
212-929-5364
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