Dell Special Committee Issues Statement Regarding Its Evaluation of Strategic Alternatives
06 3월 2013 - 10:00PM
Business Wire
The Special Committee of Dell’s Board of Directors today issued
the following statement regarding its evaluation of Dell’s
(NASDAQ:DELL) strategic alternatives:
“The Special Committee, consisting solely of independent
directors and working with our independent legal and financial
advisors, undertook a rigorous process, over a period of more than
five months, to evaluate Dell’s current risks, opportunities and
strategic alternatives. The alternatives included continuing with
or modifying the Company’s existing business plan, conducting a
leveraged recapitalization, changing the dividend policy, and
potentially selling all or parts of the business.
“As a result of that process, the Special Committee unanimously
determined that the sale of the Company would be the best
alternative for stockholders. We negotiated aggressively to ensure
that stockholders received the best possible value and agreed to a
$13.65 per share transaction that provides value certainty at a 37%
premium above the average price for the 90 days before rumors
regarding the transaction surfaced.
“We further insisted on a number of important provisions in the
transaction to protect and maximize value for stockholders. These
include a low break-up fee and a robust go-shop process under a fee
structure that incentivizes our financial advisor, Evercore, to
find a superior deal if one exists. Evercore is actively soliciting
potential alternative proposals now in a process that concludes
March 22, and we will continue negotiations past that date if a
potentially superior proposal emerges. We also insisted on a
requirement that holders of a majority of the shares not held by
Mr. Dell or members of management approve the transaction before it
can be completed.
“The Special Committee has worked hard, and continues to work
hard, to produce the best outcome for Dell’s shareholders.”
Media Contacts for the Special Committee: George Sard/Paul
Verbinnen/Jim Barron/Matt Benson Sard Verbinnen & Co.
(212) 687-8080
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.
Actual results may differ materially from those indicated by
such forward-looking statements. In addition, the forward-looking
statements included in the materials represent our views as of the
date hereof. We anticipate that subsequent events and developments
will cause our views to change. However, while we may elect to
update these forward-looking statements at some point in the
future, we specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing our 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 Company’s 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 1A—Risk Factors,” and in
subsequent reports on Forms 10–Q and 8–K filed with the SEC by the
Company.
Additional Information and Where to Find It
In connection with the proposed merger transaction, the Company
will file with the SEC and furnish to the Company’s stockholders a
proxy statement and other relevant documents. These materials do
not constitute a solicitation of any vote or approval. Stockholders
are urged to read the proxy statement 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.
Investors will be able to obtain a free copy of documents filed
with the SEC at the SEC’s website at http://www.sec.gov. In
addition, investors may obtain a free copy of the Company’s filings
with the SEC from the Company’s 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.
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 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 Company’s 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.
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