The Special Committee of the Board of Directors of Dell Inc. DELL
today filed with the U.S. Securities and Exchange Commission an investor
presentation advocating support of the merger agreement between the Company
and entities owned by Michael Dell and investment funds affiliated with Silver
Lake Partners. The presentation details the following:
* Why the Board believes the $13.65 per share cash sale to Silver Lake and
Michael Dell is the best option for shareholders, including the superior
value and certainty it provides relative to all alternatives evaluated and
its shifting of Dell's business risks to the buyer group
* The Special Committee's rigorous and objective process to achieve the best
possible outcome for shareholders
* Analysis of Dell's core PC business, deteriorating PC market fundamentals
and the uncertainties and challenges facing Dell in its transformation to
an Enterprise Solutions and Services business
* The Special Committee's thorough evaluation of a full range of strategic
alternatives, including a leveraged recapitalization and the valuation
risks resulting from the poor trading prospects for a highly leveraged
public equity stub, the risks and uncertainties of continuing shareholder
exposure to the PC market, the risks and uncertainties of Dell's ongoing
transformation, and the potential for adverse perceptions among employees,
vendors and customers that could affect Dell's business
* The significant liquidity gap in the recapitalization proposed by
Icahn/Southeastern that could reduce the promised $12.00 per share special
dividend to $9.35 per share -- and to $8.50 per share if
Icahn/Southeastern are the only shareholders electing the equity stub
instead of cash.
The Board recommends that stockholders vote “FOR” the $13.65 per share cash
sale to Silver Lake and Michael Dell and encourages all Dell stockholders to
carefully evaluate the investor presentation as part of their consideration of
the transaction.
The investor presentation and other information related to the transaction are
available in the "Investor Relations" section of Dell's website at
www.dell.com and at the SEC's website at www.sec.gov.
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