Carl C. Icahn and his
affiliates and Southeastern Asset Management today issued the
following letter to the Dell DELL Special Committee.
Ladies and Gentlemen:
In our years in business we have witnessed many unconscionable
boards. But, we think that the ongoing “Desperate Dell Debacle”
stands out as one of the most startling examples. Amazingly,
through it all, the Special Committee continues to remind us
just how much they believe that they are taking care of us,
watching out for us and protecting us. We have a number of
questions for these self-congratulatory champions of Dell
stockholders.
WHY FREEZE OUT DELL STOCKHOLDERS?
Why is the Special Committee so committed to forcing loyal Dell
stockholders out of Dell so that our company can be sold to
Michael Dell/Silver Lake at what we believe is a bargain price?
How long can boards push out and change meeting dates and hide
behind the “business judgment rule”?
The answer, my friend, is “Blowin' in the Wind”.
WILL THE SPECIAL COMMITTEE KEEP ITS PROMISE?
On July 16 the Special Committee told us that it has “taken
extraordinary measures to ensure Mr. Dell's neutrality and to
leave the final decision with the disinterested stockholders.”
If you believe the Special Committee did not take “extraordinary
measures to ensure Mr. Dell's neutrality and to leave the final
decision with the disinterested stockholders” when they
postponed last Thursday's vote, then we urge you to vote AGAINST
the Michael Dell/Silver Lake transaction. If you believe the
Special Committee did not take “extraordinary measures to ensure
Mr. Dell's neutrality and to leave the final decision with the
disinterested stockholders” when they refused to hold the Annual
Meeting on the same date as the Special Meeting, then we urge
you to vote AGAINST the Michael Dell/Silver Lake transaction.
The Special Committee asserts that they have taken
“extraordinary measures to ensure Mr. Dell's neutrality”,
however:
1) When Michael Dell/Silver Lake decided that they wanted to
buy Dell, the Special Committee negotiated a Merger Agreement
with them to freeze out stockholders.
2) The Special Committee agreed to a Merger Agreement that, in
our opinion, through a combination of the restrictive definition
of Superior Proposal, a break up fee of up to $450 million, a
matching right in favor of Michael Dell/Silver Lake, and other
Michael Dell/Silver Lake friendly provisions, acted as an
enormous barrier to any potential bidder.
3) In seeking to obtain stockholder votes, Dell has embarked
on a pattern of scare tactics, disclosing increasingly negative
results and prospects. But we believe that a number of
operational decisions at Dell have created much of this bad
news. And why does the Dell Board forget to mention the $13
billion spent on enterprise software that is just beginning to
show excellent results? In our opinion and the opinion of a
number of experts we have spoken to, Dell's enterprise software
and cloud computing have enormous potential. Why can't all
stockholders benefit from this?
4) To top it all off, after promising on July 16 to “leave the
final decision with the disinterested stockholders” the Board
adjourned the July 18 meeting. Whatever happened to the July 16
promise to “leave the final decision with the disinterested
stockholders”? Again we ask why does this Board keeps
protecting Michael Dell even after stockholders have spoken?
WE CALL ON THE DELL BOARD TO KEEP ITS PROMISE AND LET THE VOTE
BE FINALLY DECIDED ON JULY 24. We think that - after six months
- the time for soliciting is over. It's time to vote. Do not
move election day again. This is not a banana republic.
WHEN WILL WE HAVE AN ANNUAL MEETING?
WE ALSO CALL ON THE DELL BOARD TO MOVE QUICKLY TO HOLD THE DELL
ANNUAL MEETING WHEN STOCKHOLDERS WILL BE ENTITLED TO ELECT OUR
SLATE OF DIRECTORS IF THE MICHAEL DELL/SILVER LAKE TRANSACTION
IS DEFEATED. 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.*
VOTE DOWN THE MICHAEL DELL/SILVER LAKE DEAL. VOTE IN OUR SLATE
AT THE ANNUAL MEETING WHEN IT IS HELD.
We continue to urge stockholders to vote AGAINST the Michael
Dell/Silver Lake transaction. We believe the future for Dell is
bright and we hope that you agree.
Sincerely,
Carl C. Icahn O. Mason Hawkins G. Staley Cates
Icahn Enterprises LP Southeastern Southeastern
Asset Management Asset Management
Market News and Data brought to you by Benzinga APIs© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Comments
Loading...
Benzinga simplifies the market for smarter investing
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
Join Now: Free!
Already a member?Sign in