Icahn Files Amended 13D Including Letter to Dell Holders, Special Committee, Asks 'Why Does Dell Keep Attacking Its Own Business?'

Carl C. Icahn and his affiliates today issued the following letter to stockholders of Dell Inc. DELL and members of the Dell Special Committee. Dear Fellow Dell Stockholders AND Members of the Dell Special Committee: In today's SEC filing we hear again from the Special Committee about how risky and fragile the Dell business is. To us it seems that no one has less confidence in Dell than Dell itself. As you know, we have made a proposal that provides $14 per share for approximately 72% of the Dell stock and have previously explained that proposal in detail. And, under that proposal, we would continue to hold our Dell shares --because we believe in the future of Dell. We have the financing and stand by that proposal despite today's pronouncements from the Special Committee. We note that notwithstanding today's pronouncements, Dell has not withdrawn any of the financial information, projections or analysis previously disclosed by Dell that underlies our proposal. The Special Committee keeps telling us how bad Dell is, and despite our $14 proposal for a Dell self tender offer, the Special Committee keeps recommending the $13.65 Michael Dell/Silver Lake transaction, and in our opinion, keeps using scare tactics about what will happen if the Michael Dell/Silver Lake transaction does not close. The entire situation reminds me of the story of the visitor who overstays their welcome at your house. They keep threatening to leave, but when you say goodbye...they just don't go. I can't but help ask myself why, if Dell is so awful, do Michael Dell and Silver Lake, both very astute investors, want to buy it. And, how have they amassed billions in financing from astute financial institutions to finance that acquisition if everything is so bad? I suggest we all ask ourselves that question. Today's presentation by Dell, which we view as a Hail Mary attempt to influence ISS, to us seems to be an unpersuasive and desperate regurgitation of tired arguments. Once again, Dell has failed to convince us that we should all take $13.65 for the company. Sincerely, Carl C. Icahn Chairman Icahn Enterprises, L.P If you have any questions concerning the Icahn/Southeastern Proxy Statement or would like additional copies, please contact D.F. King & Co., Inc. at 1-800-347-4750 or dell@dfking.com.