Affiliates of Carl C. Icahn, which own 18.5 million shares, or 9.3%, of Dell Technologies Inc.’s Class V Common Stock, have commenced litigation against Dell Technologies Inc. The complaint was filed in the Court of Chancery of the State of Delaware on October 31, 2018.

“Icahn affiliates forced to file complaint against Dell because even though Delaware stockholders have the right to review a company’s books and records, Dell refused to provide much basic information relating to the proposed DVMT merger and solicitation. Dell completely refused to provide any information relating to the period from July 3, 2018, through the present. This period is critical to DVMT stockholders because the company and its advisors have been soliciting votes, and DVMT stockholders have a right to know whether, and to what extent, the Board is aware of, and even planned, some of the apparently coercive tactics being employed by the company and its advisors. The complaint demands that Dell permit Icahn to review and potentially share material information relating to the proposed DVMT Merger. DVMT stockholders deserve to know the full and objective truth! DVMT stockholders should not have to rely exclusively on a narrative provided by the company and its controlling stockholders. The proposed DVMT merger is a conflicted transaction that benefits the controlling stockholders, at the expense of the DVMT stockholders. It is imperative to understand on what grounds if any, the independent directors concluded that the proposed DVMT Merger, a transaction that allows the controlling stockholders to capture a substantial majority of $11 billion, is in the best interests of the DVMT stockholders?… We believe we have compelling arguments and we are optimistic that the Delaware courts will support our efforts. The proposed Class V merger is a controlling stockholder transaction, and as such, Delaware law requires that minority stockholders be protected. To assess whether minority stockholders have been adequately protected, it is imperative that we are permitted to review the company’s relevant books and records. What is Dell hiding?”