Icahn Commences Litigation In Delaware Court Against Dell Inc. And Dell's
Board Of Directors
NEW YORK, Aug. 1, 2013
/PRNewswire/ -- Carl C. Icahn and his affiliates today filed a complaint
against Dell Inc. and the members of its Board of Directors in the Court
of Chancery of the State of Delaware. In the Court of Chancery, Icahn is
seeking, among other things: (i) to prevent the company from setting a new
record date for the Special Meeting, (ii) to require that if the company
nonetheless is permitted to set a new record date for the Special Meeting,
that the Special Meeting and the Annual Meeting be held on the same date
and time, and with the same record date, (iii) to enjoin
Michael Dell and his affiliates from
voting any Dell shares acquired since February 5,
2013, (iv) to obtain a declaration that the Dell Board breached its
fiduciary duties to the stockholders by, among other things, adjourning
the Special Meeting on July 24 without also
scheduling the Annual Meeting at the same time, (v) to enjoin the company
from changing the stockholder voting requirements in the Merger Agreement,
and (vi) damages from Dell and its directors for any losses caused by Dell
and its Board.
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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