Icahn and Southeastern Issue Open Letter to Dell Special Committee
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
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
WHY FREEZE OUT
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
The answer, my
friend, is "Blowin' in the Wind".
SPECIAL COMMITTEE KEEP ITS PROMISE?
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
Committee asserts that they have taken "extraordinary measures to
ensure Mr. Dell's neutrality", however:
1) When Michael
Lake decided that they wanted to buy Dell, the Special
Committee negotiated a Merger Agreement with them to freeze out
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
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
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.
Carl C. Icahn
O. Mason Hawkins
G. Staley Cates
Icahn Enterprises LP
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
* 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.
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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