PEROT SYSTEMS CORPORATION
XXXXX
SYSTEMS CORPORATION
0000 X. Xxxxx
Xxxxxxx
Plano, Texas 75075
(000) 000-0000
October 2,
2009
To Our Stockholders:
On behalf of the Board of Directors of Xxxxx Systems Corporation
(“Xxxxx Systems”), I am pleased to inform you that
Xxxxx Systems has entered into an Agreement and Plan of Merger
(the “Merger Agreement”), dated as of
September 20, 2009, with Dell Inc., a Delaware corporation
(“Dell”), and DII-Holdings Inc.
(“Purchaser”), a Delaware corporation and an indirect,
wholly-owned subsidiary of Dell. Under the terms of the Merger
Agreement and subject to the conditions set forth in the
Purchaser’s Offer to Purchase and related materials
enclosed with this letter, the Purchaser is commencing today a
cash tender offer (the “Offer”) to purchase all of the
outstanding shares of Class A Common Stock, par value $0.01
per share (the “Shares”), of Xxxxx Systems at a
purchase price of $30.00 per Share (such price, or any higher
per Share price paid in the Offer, the “Offer Price”),
net to the seller in cash, without interest thereon and less any
applicable withholding or stock transfer taxes. Unless
subsequently extended, the Offer is currently scheduled to
expire at 12:00 midnight, New York City time, on Monday,
November 2, 2009.
The closing of the Offer is conditioned upon, among other
things, that there is validly tendered (and not properly
withdrawn) at least
662/3%
of the total outstanding Shares calculated as described in the
enclosed
Schedule 14D-9.
Upon successful completion of the Offer, and subject to the
terms and conditions of the Merger Agreement, the Purchaser will
be merged with and into Xxxxx Systems (the “Merger”),
and Xxxxx Systems will survive the Merger as an indirect,
wholly-owned subsidiary of Dell. In the Merger, all then
outstanding Shares (other than Shares in respect of which
appraisal rights are validly exercised under Delaware law and
any Shares held by Xxxxx Systems, Dell or the Purchaser or any
of their respective subsidiaries) will be cancelled and
converted into the right to receive an amount in cash equal to
the Offer Price, without interest thereon and less any
applicable withholding or stock transfer taxes.
The Xxxxx Systems Board of Directors recommends that the
stockholders of Xxxxx Systems accept the Offer and tender their
Shares to the Purchaser pursuant to the Offer and, if required
by applicable law, approve and adopt the Merger Agreement and
the Merger. In addition, the Xxxxx Systems Board of Directors
has, among other things, (i) determined that the terms of
the Offer, the Merger and the other transactions contemplated by
the Merger Agreement are fair to and in the best interests of
Xxxxx Systems and its stockholders, and declared the Merger
Agreement advisable; and (ii) approved the execution,
delivery and performance of the Merger Agreement and the
consummation of the transactions contemplated thereby, including
the Offer and the Merger.
In arriving at its recommendations, the Xxxxx Systems Board of
Directors gave careful consideration to a number of factors that
are described in the enclosed
Schedule 14D-9.
Also accompanying this letter is a copy of the Purchaser’s
Offer to Purchase and related materials, including a letter of
transmittal for use in tendering your Shares to the Purchaser in
the Offer. These documents set forth the terms and conditions of
the Purchaser’s Offer and provide instructions as to how to
tender your Shares. We urge you to read and consider each of the
enclosed materials carefully.
Sincerely yours,
Xxxx Xxxxx, Xx.
Chairman
