MEMPHIS, Tenn., Sept. 9, 2013 /PRNewswire/ -- Southeastern Asset
Management today issued the following statement regarding the Dell
Inc. (NASDAQ: DELL) proposed go-private transaction:
We are grateful for the strong support we received from our
fellow Dell stockholders throughout this process as we fought
diligently on their behalf. Indeed, prior to the Special
Committee's decision to change the voting standard, the Michael
Dell/Silver Lake transaction did not receive the required
stockholder approval on three separate occasions. While we
continue to oppose the Michael Dell/Silver Lake freeze-out
transaction, given the new record date, the new stockholder base,
the modified voting standard and the Board's refusal to combine the
Annual Meeting and Special Meeting, Southeastern and Icahn will not
pursue additional efforts to defeat the transaction. Though we
continue to believe that our proposal is superior to the Michael
Dell/Silver Lake transaction, we are pleased that our efforts
contributed to the modest increase in merger consideration Dell
stockholders will receive.
Southeastern strongly believes that by agreeing to the revised
Michael Dell/Silver Lake proposal and trading away what was perhaps
the most important "unwaivable" stockholder protection included in
the merger agreement, the Dell Special Committee did a disservice
to stockholders. We continue to believe that the Michael
Dell/Silver Lake transaction significantly undervalues the company
and its prospects and denies stockholders the opportunity to
participate in Dell's significant upside potential.
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 NOW
SCHEDULED TO BE HELD ON SEPTEMBER 12,
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 CONTACT
Southeastern Asset
Management
Lee Harper
(901) 818-5240
SOURCE Southeastern Asset Management