Why Does Dell Keep Attacking Its
NEW YORK, July 7, 2013
Carl C. Icahn and his affiliates today
issued the following letter to stockholders of Dell Inc.
Dear Fellow Dell
Over the last 50
years I have studied and dealt with hundreds of companies. In many cases,
I have criticized boards and directors for blatant mismanagement
and misdeeds. I have seen some awful things done to shareholders. But I
have never seen a board conduct a campaign to demean the business
prospects of their own company in the way Dell has during the
past few weeks.
Why have they done
this? In my opinion, they wish to frighten stockholders into selling Dell
Michael Dell and
Silver Lake, at what I believe is a bargain price. There is
nothing subtle in the approach of the Special Committee, as evidenced by
the recent article by Rolfe Winkler of Dow Jones entitled "Scaring the
Dell Out of Investors." The height of this audacious campaign has come
Friday July 5, when Dell issued what I
believe was a brazen attempt to scare ISS into approving the "uncontested"
Dell offer. In this presentation, Dell issued pages of confusing and
obfuscating statements, but it is interesting to note that they never
changed their projections in which they have Dell earning
$3 billion of operating income for the year.
I have obviously
done a great deal of research concerning Dell. My simple conclusion is
that I believe the PC business is not going away, but the industry is
changing. Dell, for many reasons, will benefit from these changes.
For example, their recent investments of $13
billion in enterprise software and other non-PC businesses is
already beginning to show results. And, I believe that there are many
opportunities to enhance the value of Dell through cost savings. I
believe that the Board could have and should have given all shareholders
the opportunity to benefit from these developments, and not just their
"favorite son." My proposal of a $14 per
share Dell tender, coupled with the ability to remain as a stockholder in
Dell, gives stockholders that choice.
I am known as an
astute investor and I am not inclined to make a huge investment lightly.
I am proposing a total risk to my affiliates and myself of
$5 billion (including our existing equity
and proposed debt financing) and thereby provide an alternative to
Michael Dell and
Silver Lake acquiring the company at what I consider to be a
bargain price. I have not risked $5 billion
merely to get a bump from
Michael Dell and Silver Lake. I have
risked it to have a large investment in a company with great potential.
I urge stockholders
to take this opportunity to stand up to the board that we believe presided
over a number of mistakes made by
Michael Dell in operating Dell over
the last four years. Instead of holding him accountable for
mistakes, they have chosen to award him and his new partners the
opportunity to acquire our entire company at what I believe is a bargain
price. It is time to hold this board as well as
Michael Dell accountable and vote "no"
to the proposed
Michael Dell /Silver Lake deal, rather
than allowing them to "freeze us out."
Carl C. Icahn
Icahn Enterprises, L.P
If you have any
questions concerning the Icahn/Southeastern Proxy Statement or would like
additional copies, please contact
D.F. King & Co., Inc. at
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
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 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 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.
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.
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.
Carl C. Icahn.
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