Dell Special Committee Issues Statement Regarding Icahn’s Latest Proposal
13 7월 2013 - 7:46AM
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:
“We are today reviewing the fifth proposal from Carl Icahn,
which would include issuance of warrants in connection with the
self-tender proposal he previously outlined. We are working with
our advisors to evaluate whatever benefits might flow to
shareholders from the warrant he has proposed to include in his
structure. We would note that a portion of any value attributed to
the warrants would be offset by a reduction in the value of the
recipients’ stub equity, as well as the fact that receipt of the
warrant would likely be a taxable event. We have been and remain
willing to meet or talk with Mr. Icahn about his various proposals,
including at a meeting scheduled earlier this week which he
requested and subsequently cancelled.
“More broadly, it is important to note that all of Mr. Icahn’s
various proposals require abandoning an all cash transaction at a
substantial premium with a high degree of closing certainty that
shifts all of the risks of the business to the buying group in
exchange for a highly speculative recapitalization concept that
relies upon the future value of a leveraged public technology
company. We have studied variations on this theme for months and
continue to have substantial reservations about that value
proposition.
“Most important, we believe it is critical that Dell
shareholders not be distracted from the clear choice they must make
next week – take $13.65 per share in cash or bear the risks of
continuing to hold their Dell shares.”
The Special Committee continues to recommend that
shareholders vote FOR the $13.65 all cash merger promptly by
telephone or internet, following instructions on the WHITE proxy
card, to be sure their votes are received in time to be counted at
Dell’s Special Meeting to be held on Thursday, July 18, 2013 at
8:00 a.m. CDT.
Shareholders who have any questions, require assistance in
voting the WHITE proxy card, or need additional copies of Dell’s
proxy materials are encouraged to contact MacKenzie Partners
toll-free at (800) 322-2885, or via email at
Dell@mackenziepartners.com.
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 filed with the SEC in
connection with the proposed merger or incorporated by reference in
the proxy statement because they 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.
Media Contacts for the Special Committee:George Sard/Paul
Verbinnen/Jim Barron/Matt BensonSard Verbinnen &
Co212-687-8080
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