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Southeastern Asset Management And Carl C. Icahn Urge Special Committee And Board Of Directors To Act In Best Interest Of Stockholders And Move Dell Forward

Stocks in this article: DELL

NEW YORK and MEMPHIS, Tenn., July 18, 2013 /PRNewswire/ -- Southeastern Asset Management, Inc. and Carl C. Icahn today issued the following statement in response to the decision by Dell Inc. (NASDAQ: DELL) to adjourn the company's Special Meeting to July 24, 2013.

"It is unfortunate, although not surprising, that Dell's Board and Special Committee have delayed the date of the Special Meeting at which stockholders can vote on the Michael Dell/ Silver Lake freeze out transaction. We believe that this delay reflects the unhappiness of Dell stockholders with the Michael Dell/ Silver Lake offer, which we believe substantially undervalues the company. This is not the time for delay but the time to move Dell forward.

Should the Michael Dell/ Silver Lake transaction be defeated, we urge the Dell Board to move quickly to hold the Annual Meeting when stockholders will have the opportunity to elect our slate of directors.  Our slate has met and unanimously supports our proposed Dell self tender offer and its implementation in accordance with their fiduciary duties.  As previously communicated, we believe that our proposed Dell self tender offer has a total value to tendering stockholders of approximately $15.50 to $18.00 per share.*

Southeastern and Icahn continue to recommend that our fellow Dell stockholders vote the GOLD proxy card (1) 'AGAINST' the Merger Agreement proposal, (2) 'AGAINST' the Golden Parachute proposal, and (3) 'AGAINST' the Adjournment proposal."

Whether or not you plan to attend the Special Meeting, you are urged to follow the instructions on the GOLD proxy card or voting instruction form to vote by Internet or telephone, or sign, mark and date the GOLD proxy card and return it in the postage-paid envelope provided. Your latest-dated proxy is the only one that counts, so you may return the GOLD proxy card even if you have already delivered another proxy. Please do not return any proxy card sent to you by Dell. If you have already returned a proxy card sent to you by Dell, that card will be automatically revoked if you complete and return the GOLD proxy card.

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