Dell Commences Tender Offer for Perot Systems

Dell announced that it has commenced its tender offer for Perot Systems. The move represents the next step toward an acquisition first announced Sept. 21. When completed, the expanded Dell is expected to help customers thrive and grow through a broader range of smartly delivered IT services and solutions, and better position the company for its own immediate and long-term growth and efficiency.

Dell anticipates the acquisition will close during the company’s November-January fiscal quarter.

The cash tender, through a wholly owned Dell subsidiary, is for all outstanding shares of Perot Systems Class A common stock at a price of $30 per share, without interest and less any applicable withholding or stock-transfer taxes.

The tender offer is subject to conditions set forth in the Offer to Purchase, including a minimum share-tender condition, the expiration or termination of the Hart-Scott-Rodino waiting period, and the obtainment of applicable approvals under the antitrust, competition or merger control laws of other countries, and other customary conditions, as described in the merger agreement.

Unless extended, the tender offer and any withdrawal rights to which Perot Systems stockholders may be entitled will expire at midnight, New York City time, on Monday, Nov. 2, 2009 (at the close of Nov. 2). Following acceptance for payment of shares in the tender offer and completion of the transactions contemplated in the merger agreement, Perot Systems will become a wholly owned subsidiary of Dell.

Complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials filed by Dell and DII – Holdings Inc. with the SEC on Oct. 2, 2009. In addition, on Oct. 2, 2009, Perot Systems filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the tender offer. Copies of the Offer to Purchase, Letter of Transmittal and other related materials, including the Solicitation/Recommendation Statement, are available free of charge from D.F. King & Co., Inc., the information agent for the tender offer, toll-free at (800) 488-8095 (banks and brokers call collect (212) 269-5550). BNY Mellon Shareowner Services is acting as depositary for the tender offer.


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