Carl C. Icahn And Southeastern Asset
Management Issue Open Letter To Stockholders Of Dell And Dell Special
LET THE DESPERATE DELL DEBACLE DIE
NEW YORK, July 31, 2013
/PRNewswire/ -- Carl C. Icahn and his affiliates and Southeastern Asset
Management today issued the following open letter to stockholders of Dell
Inc. and the Dell Special Committee.
Dear Fellow Dell
Stockholders and Dell Special Committee:
Today we read that
the Dell Special Committee will not accept
Lake's request to amend the stockholder approval requirement
previously agreed to by Dell,
Michael Dell and Silver Lake. We
are pleased to see that the Special Committee heeded our advice.
But now, the Special
Committee has proposed to change the record date for the special meeting
of stockholders, which would further delay the stockholder vote that was
first scheduled for July 18. To that proposal, we say: Enough! The
stockholders have spoken – and they do not want to be frozen out by
Michael Dell/Silver Lake. Let the
vote happen on Friday.
Michael Dell has said he is "at peace
either way". We are glad to hear it! It is time to let the proposed
freeze-out merger die.
If the Special
Committee fails to heed our advice to hold the Special Meeting on Friday
and let the stockholders finally vote after six months of uncertainty, and
instead, they decide to reset the record date and schedule the Special
Meeting for the fourth time, it is imperative, AS WE HAVE REQUESTED FOR
MONTHS, that Dell also hold the Annual Meeting on that same day and at the
LET'S MOVE FORWARD
TO END THIS UNCERTAINTY
The Dell Board needs
to immediately set a record date for the Annual Meeting and announce the
date for the Annual Meeting. The current Dell directors have been sitting
for over a year. We believe that the Dell Board has a fiduciary
obligation to ensure stockholders have the opportunity to make their
want to continue with the incumbent directors who have supported what we
believe is an undervalued merger with the company's founder, largest
stockholder and CEO?
want to elect our director nominees who, if elected, will promptly move
forward, subject to their fiduciary duties, with a Dell self-tender
offer at $14 per share plus warrants
and allow stockholders to remain in the company to enjoy the
benefits of what we believe will be a resurgent Dell under new
By negotiating an
undervalued freeze-out merger, pushing relentlessly to have it approved by
even going so far as to try to waive one of the most important stockholder
protections in the Merger Agreement, and holding an interview with The
Wall Street Journal where he espouses his concern for employees and
customers, but barely mentions and certainly shows no concern for, his
Michael Dell has revealed all we need
to know. And to be honest, we fear to what end he will go to keep Dell
under his control if and when his freeze-out merger is finally allowed to
be rejected. Specifically, will he try to purchase additional stock to
further increase his 15% position in the company in an attempt to ensure
he keeps control of the company at the Annual Meeting? The Dell Board
must consider this question seriously and should prevent
Michael Dell from buying votes by
buying shares. What we view as the ill-effects of
Michael Dell's influence have been
broadly felt. Since Michael Dell returned as CEO, the stock has dropped
from $24.22, to this morning's price of
$12.46. The freeze-out merger was his idea
all along and it has been shown to be an unpopular one. The Board should
not aid him by permitting him to increase his influence at Dell.
Again, to be very
clear: Take the vote on Friday. Be "at peace" with the outcome.
Immediately set the record date for the Annual Meeting and give
stockholders the choice they deserve after all these months of
Carl C. Icahn
Icahn Enterprises LP
O. Mason Hawkins, CFA
Asset Management, Inc.
G. Staley Cates, CFA
Asset Management, Inc.
For assistance in
voting your shares, please contact
D.F. King & Co., Inc., which is
assisting Icahn and Southeastern Asset Management, at 1-800-347-4750
(banks and brokers call 1-212-269-5550) or by e-mail 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 NOW SCHEDULED TO BE HELD ON
AUGUST 2, 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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