Dell Special Committee Responds to Icahn’s Latest Proposal
Date : 6/18/2013
Round Rock, Texas
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The Special Committee of the Board of Dell Inc. (NASDAQ: DELL) issued the following statement in response to a letter to shareholders released today by Carl Icahn:
“The Special Committee and its advisors are reviewing the latest concept put forth by Carl Icahn, which is that Dell pursue a self-tender for its shares of approximately $16 billion. This is a further deviation from Mr. Icahn’s original proposal of a buyout at $15.00 per share and, assuming all shareholders other than Mr. Icahn and Southeastern Asset Management tender, appears to equate to a dividend of approximately $10.00 per share rather than the $12.00 per share promised by Mr. Icahn in his letter of May 9. Furthermore, as in the May 9 letter, Mr. Icahn’s current concept would likely force shareholders to continue to own shares in the highly leveraged company that would result.
Mr. Icahn’s concept is not, in its present state, a transaction that the Special Committee could endorse and execute – there is neither financing, nor any commitment from any party to participate, nor any remedy for the company and its shareholders if the transaction is not consummated. In addition, the concept does not adequately address the liquidity issues and other risks the Committee previously highlighted.
More than a month ago, the Committee requested financial and other information from Mr. Icahn and Southeastern in connection with their previous recapitalization idea. Those requests remain outstanding and are equally relevant to this latest concept. The Committee will consider any and all such information provided by Mr. Icahn. However, in the absence of an actionable proposal that would create more value for shareholders, the Special Committee continues to recommend the pending, fully financed $13.65 per share cash sale transaction.”
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Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in the materials represent our views as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10–K for the fiscal year ended February 1, 2013, which was filed with the SEC on March 12, 2013, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10–Q and 8–K filed with the SEC by the Company.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company filed with the SEC a preliminary proxy statement and other documents relating to the proposed merger on May 10, 2013. When completed, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to the Company’s stockholders. Stockholders are urged to read the definitive proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the proposed merger or incorporated by reference in the proxy statement because they will contain important information about the proposed merger.
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