Icahn Comments On Latest Dell Machinations
NEW YORK, Aug. 2, 2013
/PRNewswire/ -- Carl C. Icahn today issued the following statement
regarding Dell Inc.:
In every war there
are many battles. We are pleased today to have won yet another battle, but
the war regarding Dell is far from over. Through its actions today, the
Special Committee has finally acknowledged publicly what we have been
saying all along – that
Michael Dell's offer substantially
undervalues the company. Obviously Mr. Dell's previous characterization of
his offer as "best and final" was neither. However, we are not satisfied –
we believe that an increase of a mere 13 cents
is an insult to shareholders. And promising shareholders an additional
8-cent dividend that we were already
entitled to, and pretending that it is some sort of gift, is a further
slap in the face. We also continue to believe that the Special Committee
is improperly putting its thumb on the scales in favor of Mr. Dell's offer
by changing the voting rules midstream and by refusing to hold the Special
Meeting and the Annual Meeting on the same date and time – the only
mechanism that would give shareholders a true choice. As such, we will
continue to vigorously pursue our lawsuit in the
Delaware Court of Chancery.
We believe this
lawsuit has now become of paramount importance. It is crucial that the
Special Meeting and the Annual Meeting be held on the same date and time
and that the same record date be used for both meetings. This is
particularly significant due to the large number of shares that are now in
the hands of arbitrageurs.
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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