Southeastern Asset Management Comments On
Dell's Proposed Go-Private Transaction
MEMPHIS, Tenn., Sept. 9, 2013
/PRNewswire/ -- Southeastern Asset Management today issued the following
statement regarding the Dell Inc. (NASDAQ:
DELL) proposed go-private transaction:
We are grateful
for the strong support we received from our fellow Dell stockholders
throughout this process as we fought diligently on their behalf.
Indeed, prior to the Special Committee's decision to change the voting
standard, the Michael Dell/Silver Lake transaction did not receive the
required stockholder approval on three separate occasions. While we
continue to oppose the Michael Dell/Silver Lake freeze-out transaction,
given the new record date, the new stockholder base, the modified voting
standard and the Board's refusal to combine the Annual Meeting and
Special Meeting, Southeastern and Icahn will not pursue additional
efforts to defeat the transaction. Though we continue to believe that
our proposal is superior to the Michael Dell/Silver Lake transaction, we
are pleased that our efforts contributed to the modest increase in
merger consideration Dell stockholders will receive.
strongly believes that by agreeing to the revised Michael Dell/Silver
Lake proposal and trading away what was perhaps the most important "unwaivable"
stockholder protection included in the merger agreement, the Dell
Special Committee did a disservice to stockholders. We continue to
believe that the Michael Dell/Silver Lake transaction significantly
undervalues the company and its prospects and denies stockholders the
opportunity to participate in Dell's significant upside potential.
SOUTHEASTERN ASSET MANAGEMENT
Management, Inc., headquartered in
Memphis, Tenn., is an investment management firm with
$34 billion in assets under management
acting as investment advisor to institutional investors and the four
Longleaf Partners Funds: Longleaf Partners Fund, Longleaf Partners
Small-Cap Fund, Longleaf Partners Global Fund and Longleaf Partners
International Fund, as well as two Irish domiciled UCITS Funds: Longleaf
Partners Global UCITS Fund and Longleaf Partners US UCITS Fund.
Southeastern was established in 1975, and the first of the Longleaf
Partners Funds was launched in 1987.
SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT, DATED JUNE 26,
2013, AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
CARL C. ICAHN, 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 SEPTEMBER 12, 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 PROXY STATEMENT AND THE SCHEDULE
13D FILED BY CARL C. ICAHN AND HIS AFFILIATES ON
MAY 10, 2013, AS AMENDED THROUGH THE DATE HEREOF, AND THE SCHEDULE
13D FILED BY SOUTHEASTERN ASSET MANAGEMENT, INC. AND ITS AFFILIATES ON
FEBRUARY 8, 2013, AS AMENDED THROUGH THE
contained in this press release, and the documents referred to in this
press release, 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
that could cause actual results to differ materially from the expectations
set forth in this press release include, among other things, the factors
identified under the section entitled "Risk Factors" in Dell's Special
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.
Southeastern Asset Management
SOURCE Southeastern Asset Management
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