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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Additional Information and Where to Find It
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