The Special Committee of the Board of Directors of Dell Inc. (NASDAQ: DELL) today issued the following statement regarding Carl Icahn’s efforts to encourage Dell stockholders to pursue appraisal proceedings after completion of the transaction proposed by Michael Dell and Silver Lake:
“The Special Committee cautions Dell stockholders that Carl Icahn’s latest entreaties that they pursue appraisal with respect to the Dell acquisition misrepresent the risks and costs involved in this course of action. Mr. Icahn’s letters claim that seeking appraisal is a “no-brainer” involving “no risk” and that stockholders “might get lucky” if they follow his advice.
“In fact, pursuing appraisal involves substantial risks and costs. First, if a sufficiently large number of shareholders seek appraisal and thus do not vote in favor of the acquisition (which is required to pursue appraisal rights), the merger agreement will be terminated, the merger will not occur, stockholders will not have the opportunity to receive the $13.65 per share cash merger consideration, there will be no appraisal rights, and stockholders will continue to bear the risks of holding their Dell shares. Second, there is no assurance a court would determine the fair value of Dell shares to be greater than $13.65 – and it could determine the value to be less. The $13.65 price has been known by the market since early February and no buyer, including Mr. Icahn, has offered to purchase Dell for a higher price. Third, litigating appraisal proceedings is a protracted and expensive process that each shareholder would have to endure and fund individually. Finally, Mr. Icahn’s claim that the buyers may settle appraisal proceedings for an amount in excess of $13.65 within 60 days after the merger is baseless and, in fact, is directly contradicted by the buyers’ stated intention not to do so as set forth in Dell’s definitive proxy statement.
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