The Special Committee of the Board of Directors of Dell Inc. (NASDAQ: DELL) today issued the following statement in response to the decisions by Glass Lewis and Egan-Jones to join Institutional Shareholder Services in recommending that Dell shareholders vote to approve a sale for $13.65 per share in cash:
“We are pleased that all three of the nation’s leading proxy advisory firms have issued clear and unequivocal recommendations in favor of the transaction now before shareholders for their approval. Each has conducted an independent review and concluded, as has the Special Committee, that a sale of Dell for $13.65 per share in cash will provide certainty of value at a substantial premium, and is therefore in the best interests of shareholders.”
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.
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