NEW YORK and MEMPHIS, Tenn., July
18, 2013 /PRNewswire/ -- Southeastern Asset Management,
Inc. and Carl C. Icahn today issued
the following statement in response to the decision by Dell Inc.
(NASDAQ: DELL) to adjourn the company's Special Meeting to
July 24, 2013.
"It is unfortunate, although not surprising, that Dell's Board
and Special Committee have delayed the date of the Special Meeting
at which stockholders can vote on the Michael Dell/Silver Lake freeze out transaction. We believe
that this delay reflects the unhappiness of Dell stockholders with
the Michael Dell/Silver Lake
offer, which we believe substantially undervalues the company. This
is not the time for delay but the time to move Dell forward.
Should the Michael Dell/Silver
Lake transaction be defeated, we urge the Dell Board to move
quickly to hold the Annual Meeting when stockholders will have the
opportunity to elect our slate of directors. Our slate has
met and unanimously supports our proposed Dell self tender offer
and its implementation in accordance with their fiduciary
duties. As previously communicated, we believe that our
proposed Dell self tender offer has a total value to tendering
stockholders of approximately $15.50 to
$18.00 per share.*
Southeastern and Icahn continue to recommend that our fellow
Dell stockholders vote the GOLD proxy card (1) 'AGAINST' the Merger
Agreement proposal, (2) 'AGAINST' the Golden Parachute proposal,
and (3) 'AGAINST' the Adjournment proposal."
Whether or not you plan to attend the Special Meeting, you are
urged to follow the instructions on the GOLD proxy card or voting
instruction form to vote by Internet or telephone, or sign, mark
and date the GOLD proxy card and return it in the postage-paid
envelope provided. Your latest-dated proxy is the only one that
counts, so you may return the GOLD proxy card even if you have
already delivered another proxy. Please do not return any proxy
card sent to you by Dell. If you have already returned a proxy card
sent to you by Dell, that card will be automatically revoked if you
complete and return the GOLD proxy card.
If stockholders have any questions concerning the Proxy
Statement filed by Carl C. Icahn and
Southeastern Asset Management or would like additional copies,
please contact D.F. King & Co.,
Inc. at 1-800-347-4750 or dell@dfking.com.
(*) Estimates are based upon the assumptions and
calculations set forth in Definitive Additional Materials filed
with the SEC on July 12, 2013, and
July 16, 2013, and reflect only an
illustration of the implied value of Dell based upon those
assumptions and calculations. The foregoing and the
information contained in the Definitive Additional Materials are
not a prediction of the specific future market value of Dell stock
or any warrant.
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.
NOTICE TO INVESTORS
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED
JUNE 26, 2013, AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, SOUTHEASTERN ASSET MANAGEMENT,
INC. AND THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF DELL
INC. FOR USE AT DELL INC.'S SPECIAL MEETING OF STOCKHOLDERS
SCHEDULED TO BE HELD ON JULY 18, 2013
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION
RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. A
DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY HAVE BEEN MAILED TO
STOCKHOLDERS OF DELL INC. AND ARE ALSO AVAILABLE AT NO CHARGE AT
THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION IS CONTAINED IN THE PROXY STATEMENT AND THE
SCHEDULE 13D FILED BY CARL C. ICAHN AND HIS AFFILIATES ON
MAY 10, 2013, AS AMENDED THROUGH THE
DATE HEREOF, AND THE SCHEDULE 13D FILED BY SOUTHEASTERN ASSET
MANAGEMENT, INC. AND ITS AFFILIATES ON FEBRUARY 8, 2013, AS AMENDED THROUGH THE DATE
HEREOF.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, and the
documents referred to in 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 Special 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 with the SEC on May 31,
2013. Such forward-looking statements should therefore be
construed in light of such factors, and Icahn and Southeastern 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.
PRESS CONTACTS
Carl C. Icahn
Susan Gordon
(212) 702-4309
Southeastern Asset Management
Lee Harper
(901) 818-5240
SOURCE Southeastern Asset Management, Inc.