Dell Special Committee Responds To Icahn’s Latest Proposal

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.”

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.

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