MEMPHIS, Tenn., Aug. 2, 2013 /PRNewswire/ -- Southeastern Asset
Management today issued the following statement in response to the
announcement by the Special Committee of the Board of Dell Inc.
(NASDAQ: DELL) that it has accepted a revised Michael Dell / Silver
Lake offer:
We are extremely disappointed that the Special Committee has
agreed to the revised merger agreement. The justification
being made for this decision is the characterization of special
dividends to be paid to Dell stockholders as "increased
value." In fact, the Special Committee has traded away what
was perhaps the most important "unwaivable" stockholder protection
included in the Michael Dell/Silver Lake freeze-out transaction
without extracting comparable new value.
The Special Committee has simply agreed to a modest distribution
of company cash – in the form of a regularly scheduled dividend and
a special dividend funded by the ongoing operations of the business
– cash that would continue to be owned by stockholders if Dell were
to remain a public company. We think that paying
stockholders with their own money is financial engineering,
NOT new value.
The Special Committee further tilts the playing field in its
Chairman's favor by drastically extending the record date. In
addition, Alex Mandl, Chairman of
the Special Committee, today stated that the change to the voting
standard was justified because of the emergence of an alternative
to the Michael Dell/Silver Lake proposal. We are amazed at
this justification. The Special Committee is using our
alternative proposal, which they have not meaningfully pursued
despite the opportunity to create a better outcome for all
stockholders, to justify lowering the voting requirement for
Michael Dell and Silver Lake.
The Special Committee is also giving Michael Dell and Silver
Lake a significant advantage by scheduling the Special Meeting well
in advance of the Annual Meeting. If the Special Committee's
intention was to allow stockholders to express their views between
two alternatives, why wouldn't it hold the Special Meeting and
Annual Meeting together? As we have stated for months, the
Dell 2013 Annual Meeting of Stockholders and the Special Meeting
should be held concurrently, so that Dell stockholders are given a
real choice.
Stockholders should ask why the Special Committee is acting as
though its mandate is to get this deal done at any cost necessary
when the transaction is so stockholder unfriendly that it could not
receive the required stockholder approval on three
occasions.
We continue to believe that the Michael Dell/Silver Lake
freeze-out transaction drastically undervalues the company and its
prospects and denies stockholders the opportunity to participate in
Dell's significant upside potential.
Southeastern continues to recommend that its fellow Dell
stockholders vote the GOLD proxy card (1) "AGAINST" the Merger
Agreement proposal, (2) "AGAINST" the Golden Parachute proposal,
and (3) "AGAINST" the Adjournment proposal.
Whether or not you plan to attend the Special Meeting, you are
urged to follow the instructions on the GOLD proxy card or voting
instruction form to vote by Internet or telephone, or sign, mark
and date the GOLD proxy card and return it in the postage-paid
envelope provided. Your latest-dated proxy is the only one that
counts, so you may return the GOLD proxy card even if you have
already delivered another proxy. Please do not return any proxy
card sent to you by Dell. If you have already returned a proxy card
sent to you by Dell, that card will be automatically revoked if you
complete and return the enclosed GOLD proxy card.
If stockholders have any questions concerning the Proxy
Statement filed by Carl C. Icahn and
Southeastern Asset Management or would like additional copies,
please contact D.F. King & Co.,
Inc. at 1-800-347-4750 or dell@dfking.com.
ABOUT SOUTHEASTERN ASSET MANAGEMENT
Southeastern Asset Management, Inc., headquartered in
Memphis, Tenn., is an investment
management firm with $34 billion in
assets under management acting as investment advisor to
institutional investors and the four Longleaf Partners Funds:
Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, Longleaf
Partners Global Fund and Longleaf Partners International Fund, as
well as two Irish domiciled UCITS Funds: Longleaf Partners Global
UCITS Fund and Longleaf Partners US UCITS Fund. Southeastern was
established in 1975, and the first of the Longleaf Partners Funds
was launched in 1987.
NOTICE TO INVESTORS
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, DATED
JUNE 26, 2013, AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, SOUTHEASTERN ASSET MANAGEMENT,
INC. AND THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF DELL
INC. FOR USE AT DELL INC.'S SPECIAL MEETING OF STOCKHOLDERS NOW
SCHEDULED TO BE HELD ON SEPTEMBER 12,
2013 BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING
INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY
SOLICITATION. A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY HAVE
BEEN MAILED TO STOCKHOLDERS OF DELL INC. AND ARE ALSO AVAILABLE AT
NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN
SUCH PROXY SOLICITATION IS CONTAINED IN THE PROXY STATEMENT AND THE
SCHEDULE 13D FILED BY CARL C. ICAHN AND HIS AFFILIATES ON
MAY 10, 2013, AS AMENDED THROUGH THE
DATE HEREOF, AND THE SCHEDULE 13D FILED BY SOUTHEASTERN ASSET
MANAGEMENT, INC. AND ITS AFFILIATES ON FEBRUARY 8, 2013, AS AMENDED THROUGH THE DATE
HEREOF.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, and the
documents referred to in this press release, are forward-looking
statements including, but not limited to, statements that are
predications of or indicate future events, trends, plans or
objectives. Undue reliance should not be placed on such statements
because, by their nature, they are subject to known and unknown
risks and uncertainties. Forward-looking statements are not
guarantees of future performance or activities and are subject to
many risks and uncertainties. Due to such risks and uncertainties,
actual events or results or actual performance may differ
materially from those reflected or contemplated in such
forward-looking statements. Forward-looking statements can be
identified by the use of the future tense or other forward-looking
words such as "believe," "expect," "anticipate," "intend," "plan,"
"estimate," "should," "may," "will," "objective," "projection,"
"forecast," "management believes," "continue," "strategy,"
"position" or the negative of those terms or other variations of
them or by comparable terminology.
Important factors that could cause actual results to differ
materially from the expectations set forth in this press release
include, among other things, the factors identified under the
section entitled "Risk Factors" in Dell's Special Report on Form
10-K for the year ended February 1,
2013 and under the section entitled "Cautionary Statement
Concerning Forward-Looking Information" in Dell's Definitive Proxy
Statement filed with the SEC on May 31,
2013. Such forward-looking statements should therefore be
construed in light of such factors, and Icahn and Southeastern are
under no obligation, and expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
SOURCE Southeastern Asset Management