Dell's Special Committee Issues Investor Presentation

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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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