Dell Special Committee Issues Statement Regarding Its Evaluation Of Strategic Alternatives

The Special Committee of Dell’s Board of Directors today issued the following statement regarding its evaluation of Dell’s (NASDAQ:DELL) strategic alternatives:

“The Special Committee, consisting solely of independent directors and working with our independent legal and financial advisors, undertook a rigorous process, over a period of more than five months, to evaluate Dell’s current risks, opportunities and strategic alternatives. The alternatives included continuing with or modifying the Company’s existing business plan, conducting a leveraged recapitalization, changing the dividend policy, and potentially selling all or parts of the business.

“As a result of that process, the Special Committee unanimously determined that the sale of the Company would be the best alternative for stockholders. We negotiated aggressively to ensure that stockholders received the best possible value and agreed to a $13.65 per share transaction that provides value certainty at a 37% premium above the average price for the 90 days before rumors regarding the transaction surfaced.

“We further insisted on a number of important provisions in the transaction to protect and maximize value for stockholders. These include a low break-up fee and a robust go-shop process under a fee structure that incentivizes our financial advisor, Evercore, to find a superior deal if one exists. Evercore is actively soliciting potential alternative proposals now in a process that concludes March 22, and we will continue negotiations past that date if a potentially superior proposal emerges. We also insisted on a requirement that holders of a majority of the shares not held by Mr. Dell or members of management approve the transaction before it can be completed.

“The Special Committee has worked hard, and continues to work hard, to produce the best outcome for Dell’s shareholders.”

Media Contacts for the Special Committee:

George Sard/Paul Verbinnen/Jim Barron/Matt Benson

Sard Verbinnen & Co.

[phone]

Forward-looking Statements

Any statements in these materials about prospective performance and plans for the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generally.

1 2 3 Next › Last »