Dell Special Committee Addresses Icahn Request for Expense Reimbursement
06 4월 2013 - 7:30AM
Business Wire
The Special Committee of the Board of Directors of Dell Inc.
(NASDAQ: DELL) today sent a letter to Carl Icahn addressing his
request for expense reimbursement in connection with the
alternative transaction he has proposed to the definitive merger
agreement between the company and entities owned by Michael Dell,
Dell’s Founder, Chairman and Chief Executive Officer, and
investment funds affiliated with Silver Lake Partners.
The letter follows:
April 5, 2013
Mr. Carl C. IcahnIcahn Enterprises, L.P.767 Fifth Avenue, 47th
FloorNew York, NY 10153
Expense Reimbursement
Dear Mr. Icahn:
This is in response to your request to the Special Committee of
the Board of Directors (the “Special
Committee”) of Dell Inc. (“Dell” or the “Company”) that Dell reimburse you for your
expenses in pursuing a potential transaction involving the
Company.
The Committee has carefully established an open and thorough
process intended to result in a sale of Dell on the best available
price and terms. We have welcomed your participation in that
process, which has resulted in your submission of a proposal that
the Committee has determined could reasonably be expected to result
in a “Superior Proposal” within the meaning of Dell’s merger
agreement with affiliates of Silver Lake Partners and Michael Dell.
We encourage your continuing participation in our process, and hope
that you will in fact submit a proposal we can determine to be
superior to the currently pending merger.
At the same time, however, you have threatened the Company’s
directors with “years of litigation” and a proxy fight if they do
not conduct the transaction process in the manner you prefer. You
have also sought a special waiver of Delaware’s business
combination statute not only to facilitate your acquisition
proposal within our process, but also your ability to contest that
process and to pursue your goals outside of it.
We are willing to provide you with the same expense
reimbursement that has been made available to the other two bidders
if you will commit contractually to work within our process, but we
are not prepared to do so as long as you, unlike them, reserve the
right (and continue the threat) to subvert it with a proxy fight,
litigation and other tactics that would prolong the instability and
uncertainty facing the company. Our goal is to create a truly level
playing field in which the best transaction would prevail. Absent a
commitment on your part to play on such a field, we must
respectfully decline your request for expense reimbursement.
Regardless of your decision regarding the expense reimbursement,
litigation and a proxy fight, we remain willing, on the terms we
have proposed, to grant the Delaware waiver you have requested, in
exchange for the protections for Dell and its stockholders we have
outlined.
Very truly yours,The Special Committeeof the Board of
Directorsof Dell Inc.
Forward-looking StatementsAny 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 1, 2013, which was filed with the SEC on
March 12, 2013, 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 ItIn 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. 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 Company and its 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,
and their direct or indirect interests, by security holdings or
otherwise, which may be different from those of the Company’s
stockholders generally, 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 1, 2013 and in its definitive proxy statement filed
with the SEC on Schedule 14A on May 24, 2012.
About DellDell Inc. (NASDAQ: DELL) listens to customers
and delivers worldwide innovative technology, business solutions
and services they trust and value. For more information, visit
www.Dell.com. You may follow the Dell Investor Relations Twitter
account at: http://twitter.com/Dellshares. To communicate directly
with Dell, go to www.Dell.com/Dellshares.
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