Dell Inc. DELL today announced that its Board of Directors, based on
the recommendation of the Board's Special Committee, has approved an agreement
with Carl Icahn, under which Mr. Icahn and affiliated entities have agreed not
to make purchases that would cause them to own more than 10% of Dell's shares
or enter into agreements with other shareholders who, together with the Icahn
entities, would collectively own in excess of 15% of Dell's shares. Dell has
also granted the Icahn entities a limited waiver under Section 203 of the
Delaware General Corporation Law which facilitates Mr. Icahn's ability to
engage with other Dell stockholders.
Icahn Enterprises had notified Dell on March 14, 2013 of its filing for early
termination of the waiting period under the HSR Act with the United States
Department of Justice and the Federal Trade Commission for permission to
acquire up to 25% of Dell's outstanding shares. The Icahn request received HSR
approval on April 10, 2013.
As previously disclosed, Mr. Icahn submitted a non-binding alternative
acquisition proposal during the “go-shop” process established under the terms
of the merger agreement with Michael Dell and investment funds affiliated with
Silver Lake Partners and the Special Committee determined that Mr. Icahn's
proposal could reasonably be expected to result in a superior proposal, as
defined under the terms of the merger agreement. The Special Committee
believes that granting the limited waiver to Mr. Icahn while capping his share
ownership will maximize the chances of eliciting a superior proposal from Mr.
Icahn while at the same time protecting shareholders against potential
accumulation of an unduly influential voting interest.
The agreement with Mr. Icahn will expire upon the earliest of consummation of
the Michael Dell/Silver Lake Partners transaction, consummation of a superior
alternative transaction, or January 15, 2014.
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