Special Committee Cautions Dell Stockholders Regarding Carl Icahn’s Misleading Statements About Appraisal Rights
12 7월 2013 - 6:41AM
Business Wire
The Special Committee of the Board of Directors of Dell Inc.
(NASDAQ: DELL) today issued the following statement regarding Carl
Icahn’s efforts to encourage Dell stockholders to pursue appraisal
proceedings after completion of the transaction proposed by Michael
Dell and Silver Lake:
“The Special Committee cautions Dell stockholders that Carl
Icahn’s latest entreaties that they pursue appraisal with respect
to the Dell acquisition misrepresent the risks and costs involved
in this course of action. Mr. Icahn’s letters claim that seeking
appraisal is a “no-brainer” involving “no risk” and that
stockholders “might get lucky” if they follow his advice.
“In fact, pursuing appraisal involves substantial risks and
costs. First, if a sufficiently large number of shareholders seek
appraisal and thus do not vote in favor of the acquisition (which
is required to pursue appraisal rights), the merger agreement will
be terminated, the merger will not occur, stockholders will not
have the opportunity to receive the $13.65 per share cash merger
consideration, there will be no appraisal rights, and stockholders
will continue to bear the risks of holding their Dell shares.
Second, there is no assurance a court would determine the fair
value of Dell shares to be greater than $13.65 – and it could
determine the value to be less. The $13.65 price has been known by
the market since early February and no buyer, including Mr. Icahn,
has offered to purchase Dell for a higher price. Third, litigating
appraisal proceedings is a protracted and expensive process that
each shareholder would have to endure and fund individually.
Finally, Mr. Icahn’s claim that the buyers may settle appraisal
proceedings for an amount in excess of $13.65 within 60 days after
the merger is baseless and, in fact, is directly contradicted by
the buyers’ stated intention not to do so as set forth in Dell’s
definitive proxy statement.
“Mr. Icahn is asking Dell stockholders to vote against the
certainty of $13.65 per share in cash to pursue a highly
speculative appraisal remedy. He is also asking them, if the merger
does not occur, to cede full control of Dell’s board to nominees of
the Icahn group and then to hope for a highly leveraged
recapitalization transaction that he himself admits may never come
to fruition.
"The Special Committee urges stockholders not to be misled by
Mr. Icahn’s characterization of the appraisal option and to
consider their options with great care, and continues to recommend
that shareholders vote FOR the $13.65 all cash merger promptly by
telephone or internet to be sure their votes are received in time
to be counted at Dell’s Special Meeting to be held on Thursday,
July 18 at 8:00 a.m. CDT."
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.
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