Item 8.01 Other Information.
On February 5, 2013, Dell Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger (the Merger Agreement) with Denali Holding Inc., a Delaware
corporation (Parent), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Intermediate), and Denali Acquiror Inc., a Delaware corporation and wholly owned subsidiary of Intermediate
(Merger Sub and, together with Parent and Intermediate, the Parent Parties), providing for the merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger as a wholly-owned
subsidiary of Intermediate. Parent is owned by Michael Dell, Chairman and Chief Executive Officer of the Company and investment funds affiliated with Silver Lake Partners. The material terms of the Merger Agreement, including the conditions to the
proposed Merger, will be described in a subsequent filing on Form 8-K.
A copy of the press release issued by the Company announcing the
proposed Merger is filed as Exhibit 99.1 to this report and is incorporated by reference in this Item 8.01.
In addition, on
February 5, 2013 the Company engaged in various communications with employees, investors and other persons concerning the proposed Merger. Copies of those communications are filed as exhibits to this report.
Additional Information and Where to Find It
This filing may be deemed solicitation material in respect of the proposed acquisition of the Company of Mr. Dell and Silver Lake Partners and their respective affiliates. In connection with the
proposed merger transaction, the Company will file with the SEC and furnish to the Companys stockholders a proxy statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, THE COMPANYS STOCKHOLDERS ARE URGED TO READ THE
PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE MERGER. The Companys stockholders will be able to obtain a free copy of documents filed with the SEC at the SECs website at http://www.sec.gov. In addition, the Companys stockholders
may obtain a free copy of the Companys filings with the SEC from the Companys website at http://content.dell.com/us/en/corp/investor-financial-reporting.aspx or by directing a request to: Dell Inc. One Dell Way, Round Rock, Texas 78682,
Attn: Investor Relations, (512) 728-7800, investor_relations@dell.com.
Participants in the Solicitation
The directors, executive officers and certain other members of management and employees of the Company may be deemed participants in the
solicitation of proxies from stockholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of
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the Company in connection with the proposed merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the
Companys executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended February 3, 2012 and in its definitive proxy statement filed with the SEC on Schedule 14A on May 24, 2012.
Forward-looking Statements
Statements
in this Current Report on Form 8-K and the exhibits filed herewith that relate to future results and events are forward-looking statements based on the Companys current expectations. Actual results and events in future periods may differ
materially from those expressed or implied by these forward-looking statements because of a number of risks, uncertainties and other factors. All statements other than statements of historical fact, including statements containing the words
intends, believes, expects, will, and similar expressions, are statements that could be deemed to be forward-looking statements. Risks, uncertainties and other factors 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 and securities purchase agreements delivered pursuant to the merger agreement; (4) risks related to disruption of managements attention from
the Companys ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Companys relationships with its customers, suppliers, employees, operating results and business
generally.
Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking
statements represent the Companys views as of the date as of which they were made. The Company anticipates that subsequent events and developments will cause its views to change. However, although the Company may elect to update these
forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Companys views as of any date subsequent to the date
hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Companys Annual Report on Form 10-K for the fiscal year ended February 3, 2012, which was
filed with the SEC on March 13, 2012, under the heading Item 1ARisk Factors, and in subsequent reports on Forms 10-Q and 8-K filed with the SEC by the Company.
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