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Friday, May 31, 2013
Dell Borard Ugres Shareholders To Support Chairman's Buyout Offer


Dell has filed definitive proxy materials with the Securities and Exchange Commission (SEC ) to approve a transaction under which Michael Dell, the company's Founder, Chairman and Chief Executive Officer, in partnership with global technology investment firm Silver Lake, will acquire the company for $13.65 per share in cash.

In addition, Dell's Special Committee of the Board of Directors has issued an open letter to shareholders recommending that shareholders vote to approve the transaction, saying the bid was superior to other strategic options.

Activist investor Carl Icahn and Southeastern Asset Management launched a $21 billion counter offer for Dell earlier this month that would allow shareholders to keep their shares.

At a Special Meeting of Stockholders to be held on July 18, 2013, Dell's shareholders will be asked to vote on that transaction.

Dell's Special Committee was formed last August after Michael Dell informed the the company's board he was exploring the possibility of proposing a transaction to take Dell private. The comittee also hired a group of independent legal and financial advisors and retained The Boston Consulting Group to help them evaluate the risks and opportunities in both the PC business and the Dell's effort to transform itself into a more enterprise-centric business.

The committte concluded unanimously that a sale to the Michael Dell/Silver Lake group for $13.65 per share was the best alternative available - in a challenging business environment it offers certainty and a very material premium over pre-announcement trading prices.

"Having conducted a thorough and probing review of Dell's challenges and opportunities, we believe that the risks and uncertainty of a stand-alone public company are high and that the transaction we have negotiated offers superior value for Dell stockholders. We unanimously recommend that stockholders vote to approve the transaction by voting "FOR" the Michael Dell/Silver Lake merger agreement at the Special Meeting of Stockholders," reads the committe's letter to Dell's shareholders.


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