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Carl Icahn and Southeastern Management Send Proxy Letter to Dell Shareholders, Advise to Vote Against All Special Meeting Proposals


This Proxy Statement (“Proxy Statement”) and the enclosed GOLD proxy card are being furnished by Southeastern Asset Management, Inc., a Tennessee corporation (“SAM”), and Icahn Enterprises, L.P., a Delaware master limited partnership (“IEP”, and together with the Icahn Participants (as defined in Annex B), “Icahn”) (Icahn, together with SAM, “SAM/Icahn”), for use at the special meeting of stockholders of Dell Inc. (NASDAQ: DELL), and at any continuation, adjournment, or postponement thereof (the “Special Meeting”), relating to the proposed going private transaction of Dell (the “Proposed Going Private Transaction” or the “Proposed Merger”). The Special Meeting will be held on July 18, 2013, at 8:00 a.m., Central Time, at the Dell Round Rock Campus, 501 Dell Way, Round Rock, Texas 78682.

Pursuant to this Proxy Statement, SAM/Icahn are soliciting proxies from holders of shares of common stock of Dell, par value of $0.01 per share (“Common Stock”), in respect of the following proposals to be considered at the Special Meeting, each as described in greater detail in the definitive proxy statement of Dell (the “Dell Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2013 for the Special Meeting (such proposals, the “Dell Special Meeting Proposals”):

1. to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of February 5, 2013, as it may be amended from time to time, (the “Merger Agreement”), by and among Denali Holding Inc., a Delaware corporation (“Parent”), Denali Intermediate Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Intermediate”), Denali Acquiror Inc., a Delaware corporation and a wholly-owned subsidiary of Intermediate (“Merger Sub” and, taken together with Intermediate and Parent, the “Parent Parties”), and Dell (the “Merger Agreement Proposal”);

2. to approve, on an advisory (non-binding) basis, the compensation that may become payable to the named executive officers of Dell in connection with the merger, as disclosed in the Dell Proxy Statement in the table under “Special Factors—Interests of the Company's Directors and Executive Officers in the Merger – Quantification of Payments and Benefits – Potential Change of Control Payments to Named Executive Officers Table”, including the associated footnotes and narrative discussion (the “Golden Parachute Proposal”);

3. to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement (the “Adjournment Proposal”); and

4. to act upon other business as may properly come before the Special Meeting or any adjournment or postponement thereof by or at the direction of the Board of Directors of Dell (the “Other Business Proposal”).


The Board of Directors of Dell (the “Dell Board”) has established the close of business on June 3, 2013 as the record date (the “Record Date”) for determining those stockholders who will be entitled to notice of, and to vote at, the Special Meeting. According to Dell's Form 10-Q for the quarterly period ended May 3, 2013, as of June 6, 2013, there were 1,756,073,637 shares of Dell Common Stock outstanding. As of June 25, 2013, Icahn beneficially owned 152,478,650 shares, or approximately 8.7%, of Dell Common Stock outstanding and SAM beneficially owned 71,313,728 shares, or approximately 4.1%, of Dell Common Stock outstanding, for a combined total of 223,792,378 shares, or approximately 12.8%, of Dell Common Stock outstanding.

This Proxy Statement and the enclosed GOLD proxy card are first being sent or given to stockholders of Dell on or about June 26, 2013.

This solicitation is being made by SAM/Icahn and not by or on behalf of the Dell Board.

A proxy may be given by any person who held shares of Dell Common Stock on the Record Date. Whether or not you plan to attend the Special Meeting, you are urged to sign and date the enclosed 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 any other 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 you have any questions concerning this Proxy Statement or would like additional copies, please contact:

D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY 10005 Toll Free: 1-800-347-4750 E-mail:


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