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Dell special committee addresses Icahn request for expense reimbursement

The special committee of the board of Dell sent a letter to Carl Icahn addressing his request for expense reimbursement in connection with the alternative transaction he has proposed to the definitive merger agreement between the company and entities owned by Michael Dell, and investment funds affiliated with Silver Lake Partners. In the letter, the special committee says, "We are willing to provide you with the same expense reimbursement that has been made available to the other two bidders if you will commit contractually to work within our process, but we are not prepared to do so as long as you, unlike them, reserve the right (and continue the threat) to subvert it with a proxy fight, litigation and other tactics that would prolong the instability and uncertainty facing the company...Absent a commitment on your part to play on such a field, we must respectfully decline your request for expense reimbursement. Regardless of your decision regarding the expense reimbursement, litigation and a proxy fight, we remain willing, on the terms we have proposed, to grant the Delaware waiver you have requested, in exchange for the protections for Dell and its stockholders we have outlined."