DELL - Dell Inc.

[Guest wellmont]

if you can't win the election just delay it until you can twist enough arms till you can. sounds like "Democracy" to me.

 

(This story has been posted on The Wall Street Journal Digital Network's AllThingsD site at http://allthingsd.com/)

By  Arik Hesseldahl

The struggling computer company Dell is scheduled to hold a meeting of shareholders to approve or reject a  $24.4 billion  buyout proposal tomorrow. Now there's word that the vote may be delayed again.

[Guest wellmont]

dell bod gets ripped a new one....

 

 

NEW YORK ,  July 23, 2013  /PRNewswire/ -- Carl C. Icahn and his affiliates and Southeastern Asset Management today issued the following letter to the Dell Special Committee.

Ladies and Gentlemen:

In our years in business we have witnessed many unconscionable boards.  But, we think that the ongoing "Desperate Dell Debacle" stands out as one of the most startling examples.  Amazingly, through it all, the Special Committee continues to remind us just how much they believe that they are taking care of us, watching out for us and protecting us.  We have a number of questions for these self-congratulatory champions of Dell stockholders. 

WHY FREEZE OUT DELL STOCKHOLDERS?

Why is the Special Committee so committed to forcing loyal Dell stockholders out of Dell so that our company can be sold to Michael Dell/ Silver Lake  at what we believe is a bargain price?

How long can boards push out and change meeting dates and hide behind the "business judgment rule"?

The answer, my friend, is "Blowin' in the Wind".

WILL THE SPECIAL COMMITTEE KEEP ITS PROMISE? 

On  July 16  the Special Committee told us that it has "taken extraordinary measures to ensure Mr. Dell's neutrality and to leave the final decision with the disinterested stockholders."

If you believe the Special Committee did not take "extraordinary measures to ensure Mr. Dell's neutrality and to leave the final decision with the disinterested stockholders" when they postponed last Thursday's vote, then we urge you to vote AGAINST the Michael Dell/ Silver Lake  transaction.  If you believe the Special Committee did not take "extraordinary measures to ensure Mr. Dell's neutrality and to leave the final decision with the disinterested stockholders" when they refused to hold the Annual Meeting on the same date as the Special Meeting, then we urge you to vote AGAINST the Michael Dell/ Silver Lake  transaction.

The Special Committee asserts that they have taken "extraordinary measures to ensure Mr. Dell's neutrality", however:

1)      When Michael Dell/ Silver Lake  decided that they wanted to buy Dell, the Special Committee negotiated a Merger Agreement with them to freeze out stockholders. 

2)      The Special Committee agreed to a Merger Agreement that, in our opinion, through a combination of the restrictive definition of Superior Proposal, a break up fee of up to  $450 million , a matching right in favor of Michael Dell/ Silver Lake , and other Michael Dell/ Silver Lake  friendly provisions, acted as an enormous barrier to any potential bidder. 

3)      In seeking to obtain stockholder votes, Dell has embarked on a pattern of scare tactics, disclosing increasingly negative results and prospects.  But we believe that a number of operational decisions at Dell have created much of this bad news.  And why does the Dell Board forget to mention the  $13 billion  spent on enterprise software that is just beginning to show excellent results?  In our opinion and the opinion of a number of experts we have spoken to,  Dell's  enterprise software and cloud computing have enormous potential.  Why can't all stockholders benefit from this?

4)      To top it all off, after promising on  July 16  to "leave the final decision with the disinterested stockholders" the Board adjourned the  July 18  meeting.  Whatever happened to the  July 16  promise to "leave the final decision with the disinterested stockholders"?  Again we ask why does this Board keeps protecting Michael Dell even after stockholders have spoken?

WE CALL ON THE DELL BOARD TO KEEP ITS PROMISE AND LET THE VOTE BE FINALLY DECIDED ON JULY 24.  We think that – after six months – the time for soliciting is over.  It's time to vote.  Do not move  election day  again.  This is not a banana republic.

WHEN WILL WE HAVE AN ANNUAL MEETING?

WE ALSO CALL ON THE DELL BOARD TO MOVE QUICKLY TO HOLD THE DELL ANNUAL MEETING WHEN STOCKHOLDERS WILL BE ENTITLED TO ELECT OUR SLATE OF DIRECTORS IF THE MICHAEL DELL/ SILVER LAKE  TRANSACTION IS DEFEATED.  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.*

VOTE DOWN THE MICHAEL DELL/ SILVER LAKE  DEAL.  VOTE IN OUR SLATE AT THE ANNUAL MEETING WHEN IT IS HELD. 

We continue to urge stockholders to vote AGAINST the Michael Dell/ Silver Lake  transaction.  We believe the future for Dell is bright and we hope that you agree.

Sincerely,

______________________________________________________

|Carl C. Icahn      |O. Mason Hawkins|G. Staley Cates |

|____________________|________________|________________|

|Icahn Enterprises LP|Southeastern    |Southeastern    |

|____________________|________________|________________|

|                    |Asset Management|Asset Management|

|____________________|________________|________________|

 

 

 

For assistance in voting your shares, please contact  D.F. King  & Co., Inc., which is assisting Icahn and Southeastern, at 1-800-347-4750 (banks and brokers call 1-212-269-5550) or by e-mail at dell@dfking.com.

* Estimates are based upon the assumptions and calculations set forth in Definitive Additional Materials that we 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.

NOTICE TO INVESTORS

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED  JUNE 24, 2013 , AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY ICAHN ENTERPRISES, LP, 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 24, 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 DEFINITIVE PROXY STATEMENT, DATED  JUNE 26, 2013 . EXCEPT AS OTHERWISE DISCLOSED IN THE DEFINITIVE PROXY STATEMENT, THE PARTICIPANTS HAVE NO INTEREST IN DELL INC. OTHER THAN THROUGH THE BENEFICIAL OWNERSHIP OF SHARES OF COMMON STOCK OF DELL INC. AS DISCLOSED IN THE DEFINITIVE PROXY STATEMENT.  WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY THIRD PARTY TO INCLUDE THEIR INFORMATION IN THIS LETTER.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this letter, and the documents referred to in this letter, 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 letter 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 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.

SOURCE  Carl C. Icahn

[dcollon]

Dell & Silver Lake raise price

 

https://www.streetaccount.com/pressrelease.aspx?ticker=DELL&intraday_id=1330793

 

[boilermaker75]

Dell & Silver Lake raise price

 

https://www.streetaccount.com/pressrelease.aspx?ticker=DELL&intraday_id=1330793

 

Wow, a whole 10 cents per share! I'm sure that will get them the votes they need.

[T-bone1]

Dell & Silver Lake raise price

 

https://www.streetaccount.com/pressrelease.aspx?ticker=DELL&intraday_id=1330793

 

Wow, a whole 10 cents per share! I'm sure that will get them the votes they need.

 

Looks like they are changing the voting rules too . . . That WILL get them the votes they need

[boilermaker75]

Dell & Silver Lake raise price

 

https://www.streetaccount.com/pressrelease.aspx?ticker=DELL&intraday_id=1330793

 

Wow, a whole 10 cents per share! I'm sure that will get them the votes they need.

 

Looks like they are changing the voting rules too . . . That WILL get them the votes they need

 

Icahn was wrong, it is a banana republic.

 

Edit: At least writing the 13-strike puts worked out ok for me. I figured that was a high percentage play.

[Mephistopheles]

Dell & Silver Lake raise price

 

https://www.streetaccount.com/pressrelease.aspx?ticker=DELL&intraday_id=1330793

 

Wow, a whole 10 cents per share! I'm sure that will get them the votes they need.

 

Looks like they are changing the voting rules too . . . That WILL get them the votes they need

 

"2. modify the “Unaffiliated Stockholder Approval” requirement in the merger agreement to provide that the voting requirement is the approval of a majority of the outstanding shares held by the unaffiliated stockholders that are present in person or by proxy and voting for or against approval of the merger agreement at the stockholder meeting."

 

What about the voting rules changed?

 

[alwaysinvert]

Dell & Silver Lake raise price

 

https://www.streetaccount.com/pressrelease.aspx?ticker=DELL&intraday_id=1330793

 

Wow, a whole 10 cents per share! I'm sure that will get them the votes they need.

 

Looks like they are changing the voting rules too . . . That WILL get them the votes they need

 

"2. modify the “Unaffiliated Stockholder Approval” requirement in the merger agreement to provide that the voting requirement is the approval of a majority of the outstanding shares held by the unaffiliated stockholders that are present in person or by proxy and voting for or against approval of the merger agreement at the stockholder meeting."

 

What about the voting rules changed?

 

Non-votes won't count as no votes anymore.

[Cardboard]

That is kind of bizarre. Normally, rules for voting on such proposals are based on the corporation bylaws and the law of the state where it is incorporated. I had never looked them up in Dell's case but, was assuming that the original agreement was based on their bylaws requiring this unusual condition that investors who don't vote are not aligned with the board's recommendation. It is usually the opposite.

 

So now, they are forcing the special committee with the $0.10 addition to repeal this condition. Very clever! Considering the history and that something like 22% of votes were not voted last week, I think that this will go through and that Dell will win. There are rumours that the special committee will not accept but, I have serious doubts. Too much pressure on them.

 

However, this is far from over. Icahn and company will go through the appraisal process if it wins and this will be a major headache for Dell and Silver Lake since bankers will never know exactly what kind of liability they are facing. My guess is that they will try to settle with them through the court process which in the end will be cheaper than raising the bid for all shareholders. I am also very surprised that Dell and Silver Lake did not specify a condition in their bid regarding dissenters. It is normally set at no more than 5% for the bid to be in effect.

 

No point staying here anymore unless you are willing to go through the complex appraisal process (probably need an attorney) and lengthy or that you are trying to get the spread with the bid.

 

Probably worthwhile to re-enter if the bid fails (special committee turns down new Dell offer and original $13.65 bid is not accepted again) and the stock price collapses providing an opportunity to go for the Icahn recap. At that point, there should be more data available to see in what shape the company truly is.

 

Cardboard

[Guest wellmont]

market not impressed. still well below the offer. the special committe has not changed the rules yet, however the $.10 is conditional on the rules being changed. the market is still skeptical the dell group will win. they raise the offer $.10 and the stock falls $.02.

 

"Richard Pzena , head of  Pzena Investment Management LLC , the No. 20 holder in Dell, criticized the revised offer and the board's handling of the situation.

"I can't believe  10 cents  is worth changing the terms," Mr. Pzena said Wednesday. "Obviously [Mr. Dell] can't win so he is trying to change the rules."

[wachtwoord]

No point staying here anymore unless you are willing to go through the complex appraisal process (probably need an attorney) and lengthy or that you are trying to get the spread with the bid.

 

Can't I just go with Icahn? As in, I just sign something and tell them to do with my shares whatever Icahn does with his?

[constructive]

Can't I just go with Icahn? As in, I just sign something and tell them to do with my shares whatever Icahn does with his?

 

No.

[mvalue]

Can't I just go with Icahn? As in, I just sign something and tell them to do with my shares whatever Icahn does with his?

 

No.

 

Yes you can, if Icahn follows through on it - https://currents.westlawbusiness.com/Article.aspx?id=915fae1b-f167-4857-9184-13e54fa45601

 

Icahn’s desire for a large number of shareholders to seek appraisal may be assisted by a group called the Shareholder Forum, which is seeking to ease the burden of appraisal for Dell shareholders. The forum created a trust in which shareholders that wish to exercise their appraisal rights can assign their stock.

 

[Guest wellmont]

Can't I just go with Icahn? As in, I just sign something and tell them to do with my shares whatever Icahn does with his?

 

No.

 

Yes you can, if Icahn follows through on it - https://currents.westlawbusiness.com/Article.aspx?id=915fae1b-f167-4857-9184-13e54fa45601

 

Icahn’s desire for a large number of shareholders to seek appraisal may be assisted by a group called the Shareholder Forum, which is seeking to ease the burden of appraisal for Dell shareholders. The forum created a trust in which shareholders that wish to exercise their appraisal rights can assign their stock.

 

my broker told me it would cost $400 to assign the shares to the trust.

[Guest wellmont]

Dear Fellow Dell Stockholders and Special Committee:

 

In today’s latest installment of the “Desperate Dell Debacle,” Michael Dell/Silver Lake have asked the Company to change the rules of the game in a transparent attempt to force their freeze out transaction across the finish line despite the vote of its stockholders.  In a Merger Agreement with widely-criticized protective devices in favor of Michael Dell/Silver Lake and a sales process that included a number of advantages for Michael Dell/Silver Lake, the one stockholder protection was the requirement that a majority of the non-Michael Dell shares approve the deal.  The Special Committee has now been asked to GUT this provision to effectively render it meaningless.  And, in return, Michael Dell/Silver Lake have offered to increase the deal price by $0.10, or 0.73%!

 

The Merger Agreement and the Proxy Statement established the rules.  We and other stockholders have spent time and money understanding the rules created by Michael Dell, Silver Lake and Dell, and we have played by them.  To change the rules at the last minute is outrageous. And, in this case, it appears the Special Committee may even agree with us, or at least they did back in February, when Dell, Michael Dell and Silver Lake ALL AGREED IN WRITING in the Merger Agreement that the required stockholder approvals “shall not be waivable.”  SHALL NOT BE WAIVABLE.  Perhaps that means something else to Michael Dell/Silver Lake and the Special Committee, but to us, it means what it says – You can’t get rid of this one provision that is designed to protect the interests of non-Michael Dell stockholders.  Of course, this is precisely what Michael Dell and Silver Lake are today trying to do.

 

Michael Dell/Silver Lake this morning commented that the stockholder approval requirement is “unfair”.  Are they serious? They’re complaining about the fairness of the Merger Agreement that they and their lawyers negotiated and agreed to!  How is it fair to change the rules at the end of the game, particularly when they and their teams of lawyers established the rules?  If they are so concerned about fairness, then let’s discuss and actually make the Merger Agreement fair – let’s get rid of the outrageous $450 million break up fee and change the definition of a Superior Proposal so it actually encourages competing bids.  It’s outrageous to construct a merger agreement where a competing bidder does not get compensated with a break up fee if they are matched or topped.  By not allowing this, it is virtually insurmountable to incentivize banks to finance a higher bidder.

 

We have spent the past 6 months explaining why we believe that not only does the Michael Dell/Silver Lake transaction undervalue the company, but it also freezes out loyal stockholders who deserve the opportunity to stay with Dell.  How is that fair?  In short, we have explained why we believe Michael Dell is doing a great disservice to his stockholders and has structured a deal that we believe is unfair.  Today, Michael Dell and Silver Lake crossed the Rubicon by trying to take away the one provision in the Merger Agreement that actually provided stockholders with a voice in their company.  It is time for Michael Dell and this Board to go.  After more than a year since the last annual election, it is time to schedule the 2013 Annual Meeting and move forward.

 

A few days ago we warned this Board not to run the Company like a banana republic.  Some commentators have even compared this “Desperate Dell Debacle” to Vladimir Putin and North Korea!  After this latest action by Michael Dell/Silver Lake, we are clearer than ever – it is time for Michael Dell and this Board to go.

 

 

 

WE URGE STOCKHOLDERS TO VOTE NO ON THE MICHAEL DELL/SILVER LAKE PROPOSAL.

 

Sincerely,

 

Carl C. Icahn                                                              O. Mason Hawkins, CFA                                          G. Staley Cates, CFA

Icahn Enterprises LP                                                Southeastern                                                                Southeastern

                                                                                    Asset Management, Inc.                                          Asset Management, Inc.

 

 

[boilermaker75]

Dell & Silver Lake raise price

 

https://www.streetaccount.com/pressrelease.aspx?ticker=DELL&intraday_id=1330793

 

Wow, a whole 10 cents per share! I'm sure that will get them the votes they need.

 

Looks like they are changing the voting rules too . . . That WILL get them the votes they need

 

Icahn was wrong, it is a banana republic.

 

Edit: At least writing the 13-strike puts worked out ok for me. I figured that was a high percentage play.

 

In anticipation of being put to, I wrote 13-strike Aug 2 calls on Friday at an average of $0.33 per share.

[alwaysinvert]

http://www.sec.gov/Archives/edgar/data/826083/000092846413000197/dellsch13damd15072913ex2.htm

[bmichaud]

Make or break time - if the Silverlake really wants to get this done as some here have posited, then they better pony up fast.

[alwaysinvert]

http://online.wsj.com/article/SB10001424127887324136204578642100527628688.html

 

[alwaysinvert]

DAVID FABER ‏@davidfaber 1h

M.Dell and $DELL spec'l com.in talks for higher bid from Dell/Silverlake in return for change in voting standard. Talks are fluid- sources.

[Ghost]

http://www.bloomberg.com/news/2013-08-02/michael-dell-sweetens-bid-with-dividend-to-sway-investors-on-lbo.html

[wachtwoord]

[Mephistopheles]

 

lol

[alwaysinvert]

I added last week at $13 and this Wednesday at $12.50 but sold today. I view this as a pure arb play now and as such the spread is not enough to warrant holding it anymore from my perspective. Too bad, but I can't complain about my overall return, despite probably getting screwed badly by MSD/Silver Lake. May re-enter if this against all odds falls through, though.

[Guest wellmont]

SEAM simply must respond again to the worst BOD ever.

 

 

Southeastern Asset Management Comments On Dell's Revised Merger Agreement with Michael Dell /  Silver Lake

Distribution of Stockholders' Money is Financial Engineering, Not New Value

PR Newswire

MEMPHIS, Tenn. ,  Aug. 2, 2013

MEMPHIS, Tenn. ,  Aug. 2, 2013  /PRNewswire/ -- Southeastern Asset Management today issued the following statement in response to the announcement by the Special Committee of the  Board of Dell Inc.  (NASDAQ:  DELL ) that it has accepted a revised Michael Dell /  Silver Lake  offer:

We are extremely disappointed that the Special Committee has agreed to the revised merger agreement. The justification being made for this decision is the characterization of special dividends to be paid to  Dell  stockholders as " increased value." In fact, the Special Committee has traded away what was perhaps the most important "unwaivable" stockholder protection included in the  Michael Dell/Silver Lake  freeze-out transaction without extracting comparable new value.

The Special Committee has simply agreed to a modest distribution of company cash -- in the form of a regularly scheduled dividend and a special dividend funded by the ongoing operations of the business -- cash that would continue to be owned by stockholders if  Dell  were to remain a public company. We think that paying stockholders with their own money is financial engineering, NOT new value.

The Special Committee further tilts the playing field in its Chairman's favor by drastically extending the record date. In addition,  Alex Mandl , Chairman of the Special Committee, today stated that the change to the voting standard was justified because of the emergence of an alternative to the  Michael Dell/Silver Lake  proposal. We are amazed at this justification. The Special Committee is using our alternative proposal, which they have not meaningfully pursued despite the opportunity to create a better outcome for all stockholders, to justify lowering the voting requirement for Michael Dell and  Silver Lake .

The Special Committee is also giving Michael Dell and  Silver Lake  a significant advantage by scheduling the Special Meeting well in advance of the Annual Meeting. If the Special Committee's intention was to allow stockholders to express their views between two alternatives, why wouldn't it hold the Special Meeting and Annual Meeting together? As we have stated for months, the  Dell  2013 Annual Meeting of Stockholders and the Special Meeting should be held concurrently, so that  Dell  stockholders are given a real choice.

Stockholders should ask why the Special Committee is acting as though its mandate is to get this deal done at any cost necessary when the transaction is so stockholder unfriendly that it could not receive the required stockholder approval on three occasions.

We continue to believe that the  Michael Dell/Silver Lake  freeze-out transaction drastically undervalues the company and its prospects and denies stockholders the opportunity to participate in  Dell's  significant upside potential.

Southeastern continues to recommend that its 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 enclosed 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.

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.

SOURCE Southeastern Asset Management