Statement of Michael Dell and Silver Lake
NEW YORK, July 24, 2013
Michael Dell and Silver Lake Partners
released the following statement today:
provisions, shares that don't vote are counted as votes against the
transaction for purposes of determining whether a majority of the
unaffiliated shares wish to accept our offer. According to our latest
tally, approximately 27% of the unaffiliated shares have not yet been
voted. The presumption that these shares should be treated as if they had
voted against the transaction is patently unfair.
We believe that
$13.75 per share is a full and fair price.
We also believe that the decision of whether to accept this offer should
rest in the hands of the unaffiliated shareholders. The will of the
majority of the unaffiliated shares voting on the transaction should not
be thwarted by an unfair standard that counts unaffiliated shares not
voting as "no" votes. We believe that the vote of the majority of the
unaffiliated shares voting on the transaction should be respected, and
that if this majority wishes to accept our offer, it is only fair to
permit them to do so.
In our proposal to
the Special Committee, we also left it open for them to decide whether to
change the record date. We believe a change in the record date is
essential as it would give shareholders time to process and vote on our
Information and Where to Find It
In connection with the proposed merger transaction, the Company
filed with the SEC a definitive proxy statement and other relevant
documents, including a form of proxy card, on May
31, 2013. The definitive proxy statement and a form of proxy will
be mailed to the Company's stockholders. Stockholders are urged to read
the proxy statement and any other documents filed with the SEC in
connection with the proposed merger or incorporated by reference in the
proxy statement because they contain important information about the
Investors will be
able to obtain a free copy of documents filed with the SEC at the SEC's
http://www.sec.gov. In addition, investors may obtain a free copy of
the Company's filings with the SEC from the Company's website at
by directing a request to: Dell Inc.
One Dell Way,
Round Rock, Texas 78682, Attn: Investor Relations, (512)
directly or through one or more affiliates (including the MD Investors,
the SLP Investors, the MSDC Investor and their respective affiliates or
representatives, as each is defined in the definitive proxy statement) or
representatives, may be deemed a "participant" in the solicitation of
proxies from stockholders of the Company in favor of the proposed merger.
Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the stockholders of the
Company in connection with the proposed merger, and their direct or
indirect interests, by security holdings or otherwise, which may be
different from those of the Company's stockholders generally, is set forth
in the definitive proxy statement and the other relevant documents filed
with the SEC. You can find information about the Denali Holding's and
Silver Lake's executive officers and directors in the
Company's definitive proxy statement filed with the SEC on Schedule 14A on
May 31, 2013.
Copyright © 2013 PR Newswire Association LLC.