Dell Inc. says proxy firms recommend Michael Dell’s offer

The Special Committee of the Board of Directors of Dell Inc. today announced that Institutional Shareholder Services (“ISS”), Glass Lewis and Egan Jones have recently issued reports reiterating their prior recommendations that Dell shareholders support the proposed sale transaction pursuant to amended terms under which shareholders will receive consideration of at least $13.88 per share in cash.

The Special Committee issued the following statement: “We are pleased that all three of the nation’s leading proxy advisory firms have reiterated their support for the proposed sale transaction. Each has conducted an independent review of the amended merger agreement and all of its terms and concluded, as has the Special Committee, that a sale of Dell for $13.88 per share in cash serves the best interests of Dell shareholders.”

ISS, the nation’s leading proxy advisory firm, in its report dated August 30, 2013, summarized its recommendation as follows:

“A vote FOR this transaction is warranted as it offers a meaningful premium to the unaffected share price, provides certainty of value, and transfers the risk of the deteriorating PC business and the company’s on-going business transformation to the buyout group, while continuing to condition approval of the management buyout on the support of disinterested shareholders.”

The Special Committee of independent directors strongly encourages all shareholders to vote their shares FOR the increased merger transaction promptly to be sure their shares are represented at the Special Meeting to be reconvened on September 12, 2013. All shareholders regardless of the number of shares they own are asked to vote by internet, telephone or mail. Shareholders who have any questions, require assistance in voting the WHITE proxy card, or need additional copies of Dell’s proxy materials are encouraged to contact MacKenzie Partners toll-free at (800) 322-2885, or via email at

Source: Dell Inc.

MacDailyNews Take: Michael Dell. Giving the money back to the shareholders.


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