Southeastern Asset Management
today issued the following statement in response to the announcement by the
Special Committee of the Board of Dell Inc. DELL that it has
accepted a revised Michael Dell / Silver Lake offer:
We are extremely disappointed that the Special Committee has agreed to the
revised merger agreement. The justification being made for this decision is
the characterization of special dividends to be paid to Dell stockholders as
"increased value." In fact, the Special Committee has traded away what was
perhaps the most important "unwaivable" stockholder protection included in the
Michael Dell/Silver Lake freeze-out transaction without extracting comparable
new value.
The Special Committee has simply agreed to a modest distribution of company
cash – in the form of a regularly scheduled dividend and a special dividend
funded by the ongoing operations of the business – cash that would continue to
be owned by stockholders if Dell were to remain a public company. We think
that paying stockholders with their own money is financial engineering, NOT
new value.
The Special Committee further tilts the playing field in its Chairman's favor
by drastically extending the record date. In addition, Alex Mandl, Chairman
of the Special Committee, today stated that the change to the voting standard
was justified because of the emergence of an alternative to the Michael
Dell/Silver Lake proposal. We are amazed at this justification. The Special
Committee is using our alternative proposal, which they have not meaningfully
pursued despite the opportunity to create a better outcome for all
stockholders, to justify lowering the voting requirement for Michael Dell and
Silver Lake.
The Special Committee is also giving Michael Dell and Silver Lake a
significant advantage by scheduling the Special Meeting well in advance of the
Annual Meeting. If the Special Committee's intention was to allow
stockholders to express their views between two alternatives, why wouldn't it
hold the Special Meeting and Annual Meeting together? As we have stated for
months, the Dell 2013 Annual Meeting of Stockholders and the Special Meeting
should be held concurrently, so that Dell stockholders are given a real
choice.
Stockholders should ask why the Special Committee is acting as though its
mandate is to get this deal done at any cost necessary when the transaction is
so stockholder unfriendly that it could not receive the required stockholder
approval on three occasions.
We continue to believe that the Michael Dell/Silver Lake freeze-out
transaction drastically undervalues the company and its prospects and denies
stockholders the opportunity to participate in Dell's significant upside
potential.
Southeastern continues to recommend that its 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
enclosed GOLD proxy card.
If stockholders have any questions concerning the Proxy Statement filed by
Carl C. Icahn and Southeastern Asset Management or would like additional
copies, please contact D.F. King & Co., Inc. at 1-800-347-4750 or
dell@dfking.com.
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