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Friday, July 12, 2013
 Icahn Makes Higher Offer For Dell
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Message Text: Carl Icahn and his allies are offering Dell shareholders a chance to own a bigger stake in Dell, seeking to force Michael Dell to sweeten his $24.4 billion buyout offer for computer maker.

The latest proposal from Icahn maintains his offer of $14 per share for up to 71 percent of Dell stock, but adds one warrant for every four Dell shares, entitling the holder to one share of Dell at $20.

Icahn and Southeastern Asset Management, which also opposes the go-private plan led by company founder Michael Dell, said the new offer is worth between $15.50 and $18 a share, compared with $13.65 in the buyout plan.

Responding to Carl Icahn's latest offer, the Special Committee of the Board of Dell issued the following statement:

"We are today reviewing the fifth proposal from Carl Icahn, which would include issuance of warrants in connection with the self-tender proposal he previously outlined. We are working with our advisors to evaluate whatever benefits might flow to shareholders from the warrant he has proposed to include in his structure. We would note that a portion of any value attributed to the warrants would be offset by a reduction in the value of the recipients' stub equity, as well as the fact that receipt of the warrant would likely be a taxable event. We have been and remain willing to meet or talk with Mr. Icahn about his various proposals, including at a meeting scheduled earlier this week which he requested and subsequently cancelled.

"More broadly, it is important to note that all of Mr. Icahn's various proposals require abandoning an all cash transaction at a substantial premium with a high degree of closing certainty that shifts all of the risks of the business to the buying group in exchange for a highly speculative recapitalization concept that relies upon the future value of a leveraged public technology company. We have studied variations on this theme for months and continue to have substantial reservations about that value proposition.

"Most important, we believe it is critical that Dell shareholders not be distracted from the clear choice they must make next week - take $13.65 per share in cash or bear the risks of continuing to hold their Dell shares."

Before Icann's latest proposal, the special committee described Icahn's statements about appraisal rights as "misleading."

Earlier this week, proxy advisory firm Institutional Shareholder Services recommended that Dell shareholders vote for the transaction.

Dell stockholders will consider their options and will decide on Dell' s future at the company's Special Meeting to be held on Thursday, July 18 at 8:00 a.m. CDT.
 
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