Dell Special Committee Responds to Icahn’s Latest Proposal
19 6월 2013 - 6:13AM
Business Wire
The Special Committee of the Board of Dell Inc. (NASDAQ: DELL)
issued the following statement in response to a letter to
shareholders released today by Carl Icahn:
“The Special Committee and its advisors are reviewing the latest
concept put forth by Carl Icahn, which is that Dell pursue a
self-tender for its shares of approximately $16 billion. This is a
further deviation from Mr. Icahn’s original proposal of a buyout at
$15.00 per share and, assuming all shareholders other than Mr.
Icahn and Southeastern Asset Management tender, appears to equate
to a dividend of approximately $10.00 per share rather than the
$12.00 per share promised by Mr. Icahn in his letter of May 9.
Furthermore, as in the May 9 letter, Mr. Icahn’s current concept
would likely force shareholders to continue to own shares in the
highly leveraged company that would result.
Mr. Icahn’s concept is not, in its present state, a transaction
that the Special Committee could endorse and execute – there is
neither financing, nor any commitment from any party to
participate, nor any remedy for the company and its shareholders if
the transaction is not consummated. In addition, the concept does
not adequately address the liquidity issues and other risks the
Committee previously highlighted.
More than a month ago, the Committee requested financial and
other information from Mr. Icahn and Southeastern in connection
with their previous recapitalization idea. Those requests remain
outstanding and are equally relevant to this latest concept. The
Committee will consider any and all such information provided by
Mr. Icahn. However, in the absence of an actionable proposal that
would create more value for shareholders, the Special Committee
continues to recommend the pending, fully financed $13.65 per share
cash sale transaction.”
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 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 It
In connection with the proposed merger transaction, the Company
filed with the SEC a definitive proxy statement and other relevant
documents, including a form of proxy card, on May 31, 2013. The
definitive proxy statement and a form of proxy have been mailed to
the Company’s stockholders. Stockholders are urged to read the
proxy statement 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, is set forth in the definitive proxy
statement and the other relevant documents 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 (as amended with the filing of a Form 10-K/A
on June 3, 2013 containing Part III information) and in its
definitive proxy statement filed with the SEC on Schedule 14A on
May 24, 2012.
About Dell
Dell 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.
Contacts for the Special Committee:Sard Verbinnen &
CoGeorge Sard/Paul Verbinnen/Jim Barron/Matt Benson212-687-8080
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