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Icahn And Southeastern Comment On Dell's Decision To Delay Stockholders Meeting

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7/18/2013 10:43 AM ET

Southeastern Asset Management Inc. and Carl Icahn issued a statement in response to the decision by Dell Inc. (DELL: Quote) to adjourn the company's Special Meeting to July 24, 2013.

"It is unfortunate, although not surprising, that Dell's Board and Special Committee have delayed the date of the Special Meeting at which stockholders can vote on the Michael Dell/Silver Lake freeze out transaction," Southeastern Asset and Carl Icahn said.

Southeastern and Icahn said in the statement that they believes that the delay reflects the unhappiness of Dell stockholders with the Michael Dell/Silver Lake offer, which they believe substantially undervalues the company. This is not the time for delay but the time to move Dell forward.

Southeastern and Icahn also said that the Michael Dell/Silver Lake transaction should be defeated and they urged the Dell Board to move quickly to hold the Annual Meeting when stockholders will have the opportunity to elect their slate of directors.

They said that their slate has met and unanimously supports their proposed Dell self tender offer and its implementation in accordance with their fiduciary duties. They also believes that their proposed Dell self tender offer has a total value to tendering stockholders of approximately $15.50 to $18.00 per share.

Southeastern and Icahn said they continue to recommend that fellow Dell stockholders vote the GOLD proxy card 'AGAINST' the Merger Agreement proposal, 'AGAINST' the Golden Parachute proposal, and 'AGAINST' the Adjournment proposal."

Earlier today, Dell announced that today's Special Meeting of Stockholders was convened and adjourned to provide additional time to solicit proxies from Dell stockholders. No vote was taken on the proposed transaction prior to the adjournment. The Special Meeting will reconvene on July 24, 2013. The record date for stockholders entitled to vote at the Special Meeting remains June 3, 2013.

In February, Dell agreed to be acquired and taken private in a $24.4 billion deal by the company's founder, Chairman and Chief Executive Officer Michael Dell in partnership with private equity firm Silver Lake.

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by RTT Staff Writer

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