Reasons for the Merger; Recommendation of the Board of Directors; Fairness of the Merger

the Special Committee’s review, with the assistance of J.P. Morgan, Evercore and BCG, of the nature and current state of, and prospects for, the industries in which the Company operates and the Company’s competitive position and prospects within those industries, as well as general economic and stock market conditions, including:

fundamental changes in the PC market, including a decline in worldwide revenues for desktop and laptop PCs and lower shipment forecasts for PC products; rapidly declining margins as demand for PC products shifts from higher-margin premium products to lower cost and lower margin products, particularly in emerging markets; significant and increasing competition from efficient, low-cost manufacturers relying primarily on a build-to-stock business model, rather than the build-to-order business model historically used by the Company, and from manufacturers of innovative, higher-margin PC products, which competition could result in reduced profit margins, further loss of market share for the Company’s products and services, or both;

long-term challenges that are likely to affect PC sales, including a general lengthening of the replacement cycle for PC products, the uncertain adoption of the Windows 8 operating system and unexpected slowdowns in enterprise Windows 7 upgrades, increasing consumer interest in tablets and smartphones, the potential substitution of these products for PC products and the related fact that the Company currently sells tablets only in limited quantities and does not manufacture smartphones;

the uncertain outlook for global information technology spending generally and the PC market specifically, and the related challenges for the Company and other technology companies in accurately forecasting future demand for their products and services; and

general macroeconomic challenges and economic weakness that could continue to result in reduced consumer and business spending;

the Special Committee’s review, with the assistance of J.P. Morgan, Evercore and BCG, of the Company’s business, operations, financial condition, management, earnings, prospects and strategy, including:

the risks and challenges inherent in executing the Company’s long-term business strategy of shifting its portfolio toward products and services that provide higher-value and recurring revenue streams and, as part of this strategy, expanding the Company’s ESS business, including, among other matters:

the fact that, according to the Company’s management, executing this strategy would require at least three to five years to reach fruition and would require additional investments that could weaken earnings for two or more years and increase pressure on the Company’s stock price;

the risk that the Company’s ability to make such investments would be affected by the negative trends in its EUC business, the cash flow from which has historically financed the growth of the Company’s ESS business, as well as the EUC business’ need for substantial cash resources to transition to a build-to-stock business model from the Company’s historical build-to-order business model;

the Company’s slow progress to date in implementing changes needed to execute this strategy and the Special Committee’s uncertainty as to the Company’s ability to fully execute this strategy in light of this slow progress and the slow growth to date of the Company’s ESS business; the Company’s underperformance in various segments of its ESS business relative to the performance of the Company’s competitors; the fact that, in connection with this strategy, the Company had used approximately $11.4 billion of its cash resources over the past four

years to fund acquisitions since the beginning of fiscal year 2010, which BCG advised the Special Committee had thus far yielded lower returns relative to their expected returns; and the fact that, in spite of such acquisitions, the Company’s EUC and EUC-driven business remained the source of approximately 65% of the Company’s revenue as of January 2013; and

the fact that the Company’s recent acquisitions have not yet been fully assimilated and integrated, and the products and services of the acquired businesses have not yet been coordinated into an integrated, state-of-the-art offering; the fact that the Company’s sales force has not yet been re-purposed so that it can effectively sell such an offering to the Company’s targeted markets; and the risks and challenges inherent in achieving such assimilation and integration, creating such an offering and re-purposing the Company’s sales force;

the fact that some competitors in the higher-value and higher-margin product and service segments being pursued by the Company have substantially larger scale, cash flows and research and development budgets, and the related risk that contracting volume in the pursuit of higher-margin sales could continue to lead to scale and cost disadvantages for the Company;

the Company’s loss of market share in key emerging markets, particularly China and India, that had historically been major growth drivers for the Company;

the fact that, as of the completion of the third quarter of fiscal year 2013, the Company’s revenue for each of its prior seven fiscal quarters was below both management’s budget and, with the exception of one quarter, consensus analyst estimates, while the Company’s earnings per share performance was mixed compared with management’s budget and consensus analyst estimates; and

the Special Committee’s belief that the Company’s failure to achieve forecasted revenue and earnings per share in recent fiscal quarters had undermined investors’ and analysts’ confidence in the Company’s management, to the detriment of the Company’s ability to execute long-term strategic plans that, in the short term, may not increase, or may have a negative effect on, revenue, expenses or earnings per share, as well as the likely customer reaction to the public execution of such long-term plans;

the Special Committee’s review, with the assistance of J.P. Morgan, Evercore and BCG, of various financial projections prepared by management and a forecast prepared by BCG, each of which is discussed under “—Projected Financial Information” beginning on page 94, including:

its doubt as to whether the projections set forth in the September 21 Case prepared by management, discussed under “—Projected Financial Information—September 21 Case” beginning on page 96, are realistically achievable in light of, among other factors, the Special Committee’s views regarding the assumptions as to the PC industry outlook underlying such projections, the Company’s future revenue forecasted in such projections, and the Company’s historical difficulty in achieving forecasted revenue and earnings per share,

its concerns that the management initiatives reflected in certain of the sensitivities analyses included in the BCG Forecast, discussed under “—Projected Financial Information—BCG Forecast” beginning on page 100, including initiatives intended to achieve productivity cost reductions and to cause the Company’s EUC business to become more competitive, could have a potential negative impact on the Company’s short-term financial condition and on its customer and vendor relationships, as well as its concerns with respect to the substantial execution risks and uncertainty inherent in implementing those initiatives, particularly given its view that the Company would need to make changes to its executive leadership team and substantial operational changes in order to effectively implement them; and

its doubt as to whether the productivity cost reductions reflected in the BCG 75% Case, discussed under “—Projected Financial Information—BCG Forecast” beginning on page 100, are

realistically achievable in light of, among other matters, the fact that only some of those cost reductions have been specifically identified by the Company’s management and the fact that J.P. Morgan’s analysis indicated that the cost reductions assumed in the BCG 75% Case would imply margins in fiscal year 2016 that are higher than those ever achieved by the Company or its principal competitors;

the Special Committee’s review on behalf of the Company, with the assistance of J.P. Morgan, Evercore and BCG, of the strategic alternatives available to the Company, including remaining a public company and seeking to continue to execute the Company’s existing business plan; modifications to the Company’s existing business plan, including those intended to pursue lower-margin segments of the PC business; effecting a standalone leveraged recapitalization or change in dividend policy; a sale transaction in which the Company’s unaffiliated stockholders would receive cash for a portion of their shares and also be required to retain a material equity interest in the Company; seeking to separate the Company’s EUC business from its other businesses; seeking to dispose of DFS, the Company’s financial services business; attempting to accelerate the Company’s strategic transformation through acquisitions; and a sale to, or merger with, a strategic buyer, as well as, for each of these alternatives, such alternative’s risks and uncertainties, potential for value creation, likelihood of successful execution, potential for disruption to the Company’s business, and likely timetable, including the following factors:

with respect to remaining a public company and seeking to execute the Company’s existing business plan, the Special Committee’s belief that doing so may result in short-term decreases in earnings that would negatively affect the Company’s stock price, which could in turn decrease customer confidence in the Company’s long-term prospects and undermine customers’ willingness to make multi-year commitments to the Company’s service offerings, and may require changes to the Company’s executive leadership team in order to implement effectively; as well as the Special Committee’s consideration of the risks and challenges inherent in executing the Company’s existing strategy, as described on page 51 above;

with respect to effecting a standalone leveraged recapitalization, the Special Committee’s belief that doing so, while providing certainty of value for a portion of stockholders’ investment in the Company, would increase the risk inherent in stockholders’ remaining investment in the Company; even when taking into account the certain value distributed to stockholders, would be unlikely to result in an aggregate value exceeding the $13.65 per share merger consideration; and would present a number of risks and challenges, including that such a transaction would likely:

increase the Company’s leverage ratios, which in light of the Company remaining a public reporting company could in turn potentially decrease employee, customer and supplier confidence in the Company’s long-term prospects and undermine customers’ and suppliers’ willingness to make multi-year commitments to the Company;

present financial and operating risks and challenges associated with the substantial increase in the Company’s leverage, including subjecting the Company to potentially onerous debt service requirements and financial and restrictive covenants, as well as potentially limiting the Company’s ability to aggressively implement its long-term business strategy described above, which could prolong the Company’s dependence on its EUC business; and

impair the ability of DFS, the Company’s financial services business, to raise external financing in a credit market environment that continues to be volatile on terms that would allow it to provide financing on competitive terms to customers;

with respect to a sale transaction in which the Company’s unaffiliated stockholders would receive cash for a portion of their shares of Common Stock and also be required to retain a material equity interest in the Company, the Special Committee’s belief that, while providing certainty of value

for a portion of stockholders’ investment in the Company, such a transaction would require stockholders to continue to be exposed to the risks and challenges facing the Company, including the risks and challenges inherent in executing the Company’s long-term business strategy, as discussed above, even when taking into account the certain value that would be received in the form of the cash portion of the consideration payable in such a transaction, would be unlikely to result in an aggregate value exceeding the $13.65 per share merger consideration and, since such a transaction would involve the Company’s incurrence of material incremental indebtedness in order to partially fund such cash consideration, would present the risks and challenges associated with a leveraged recapitalization, as discussed above;

with respect to separating the Company’s EUC business from the Company’s ESS business, the complexity, execution risk and transaction costs that would likely be involved in doing so, including the need to reorganize the sales force and divide senior management across the two businesses; the potential negative effect on customer and vendor relationships; reduced opportunities for cross-selling products and services; the dis-synergies that such a separation would likely create, including increased operating expenses; the fact that, following such a separation, cash generated by the Company’s EUC business would no longer be available to finance the growth of its ESS business; the fact that the growth of the ESS business is dependent, in part, on the product offerings of the EUC business forming part of a suite of products and service offerings by the Company and the ability of the EUC business to generate sales opportunities for the ESS business and the significant length of time that might be required to complete the separation, and the potential disruption to, and potential adverse impact on, the Company’s business while the transaction was in progress;

with respect to a disposition of DFS, the complexity, execution risk and transaction costs that would likely be involved in doing so, and the Special Committee’s belief that such a transaction was unlikely to create sufficient value for the Company’s stockholders to offset potential disadvantages, such as additional costs required to replace the Company’s captive financing services with third-party financing services, reduced flexibility to integrate financing services and product offerings and the negative effect on customer experience as a result of not having an integrated sales and financing team;

with respect to effecting transformative acquisitions, the Special Committee’s belief that prospects for doing so in the short term were limited by the number of potential targets at reasonable valuations, the potential negative market reaction to such acquisitions and the Company’s need to focus its efforts on integrating recently acquired targets; and

with respect to a sale to or merger with a strategic buyer, the Special Committee’s belief that, given the uncertain macroeconomic environment and the Company’s large market capitalization, a strategic buyer with the interest and capability to acquire the entire business was unlikely to be identified, and the fact that no third party (including no strategic party) other than the SLP Investors had made a proposal to acquire the Company before the execution of the merger agreement, as further discussed beginning on page 55 below;

the Special Committee’s belief that, as a result of the negotiations between the parties, the merger consideration of $13.65 per share was the highest price per share for the Common Stock that Parent was willing to pay at the time of those negotiations, and that the combination of the Parent Parties’ agreement to pay that price and the go-shop process described below and under “The Merger Agreement—Other Covenants and Agreements—Acquisition Proposals” beginning on page 148 would result in a sale of the Company at the highest price per share for the Common Stock that was reasonably attainable;

the terms of the merger agreement, including the fact that the merger agreement contains go-shop provisions (as are more fully described under “The Merger Agreement—Other Covenants and

Agreements—Acquisition Proposals” beginning on page 148) that are intended to help ensure that the Company’s stockholders receive the highest price per share reasonably attainable, including:

the Company’s right to solicit offers with respect to alternative acquisition proposals during a 45-day go-shop period and to continue discussions with certain third parties that make acquisition proposals during the go-shop period until the Company’s stockholders approve the proposal to adopt the merger agreement;

the Company’s right, subject to certain conditions, to respond to and negotiate with respect to certain unsolicited acquisition proposals made after the end of the go-shop period and prior to the time the Company’s stockholders approve the proposal to adopt the merger agreement;

the Board’s ability to withdraw or change its recommendation of the merger agreement, and the Company’s right to terminate the merger agreement and accept a “superior proposal” prior to the Company’s stockholders’ approval of the proposal to adopt the merger agreement, subject in each case to the Company’s paying Parent (or one or more of its designees) a termination fee of $450 million (approximately $0.26 per share), or $180 million (approximately $0.10 per share) if the termination is in connection with the Company’s entry into a definitive agreement with an excluded party with respect to a “superior proposal,” which amounts the Special Committee believed were reasonable in light of, among other matters, the benefit of the merger to the Company’s stockholders, the typical size of such termination fees in similar transactions and the likelihood that a fee of such size would not be a meaningful deterrent to alternative acquisition proposals, as more fully described under “The Merger Agreement—Termination Fees; Reimbursement of Expenses” beginning on page 163; and

the fact that, although Parent has the right on a single occasion to negotiate with the Company to match the terms of any “superior proposal”, Parent has no such right with respect to any subsequent modifications to such “superior proposal” or any other “superior proposal,” and the Special Committee’s belief that the absence of such right removes a potential deterrent to a third party’s willingness to make an acquisition proposal;

the fact that no potential debt financing source (other than Microsoft) has entered into any exclusive arrangement with any of the Parent Parties, the SLP Investors, the MD Investors or the MSDC Investor or any of their respective affiliates regarding any transaction involving the Company;

the current and historical market prices of the Common Stock, including the market performance of the Common Stock relative to the common stock of other participants in the industries in which the Company operates and general market indices, the fact that the trading price of the Common Stock had declined approximately 23% over the course of the 52-week period prior to February 1, 2013, which decline the Special Committee believes reflected increasing uncertainty as to the prospects for the PC industry in general and the specific challenges faced by the Company, and the fact that the merger consideration of $13.65 per share for the Common Stock represents a premium of approximately 42% above the closing price of the Common Stock on November 30, 2012, the last trading day before an analyst report was issued by Goldman Sachs suggesting that the Company might be a target for a leverage buyout transaction, a premium of approximately 25% above the closing price of the Common Stock on January 11, 2013, the last trading day before media reports of a possible going private transaction involving the Company were first published, a premium of approximately 35% above the Company’s enterprise value as of January 11, 2013 (which premium the Special Committee believes is relevant because enterprise value is generally defined as equity value minus net cash and, as a result, takes into account the Company’s large net cash position and the fact that potential acquirors typically are not willing to pay a premium for a company’s cash), and a premium of approximately 37% above the average closing price of the Common Stock during the 90 calendar days that ended on January 11, 2013;

the fact that the merger consideration is to be paid in cash, which will allow the Company’s stockholders (other than the MD Investors, the Gift Trusts and holders of certain other excluded shares)

to realize a fair value, in cash, from their investment upon the closing and which will provide them with certainty of value and liquidity, especially when viewed against the risks and uncertainties inherent in the Company’s prospects and the market, economic and other risks that arise from owning an equity interest in a public company;

the fact that the MD Investors agreed that their shares rolled over in the proposed transaction would only be valued at $13.36 per share as opposed to the $13.65 price being offered to the Company’s unaffiliated stockholders;

the fact that the Company is permitted under the merger agreement to declare and pay regular quarterly cash dividends of $0.08 per share of Common Stock following the entry into the merger agreement and until the closing of the merger and that such dividends will be in addition to, and will not reduce, the merger consideration of $13.65 per share;

the financial analyses of J.P. Morgan, financial advisor to the Special Committee, and the opinion of J.P. Morgan, dated February 4, 2013, to the Special Committee and the Board with respect to the fairness, from a financial point of view, of the consideration to be paid to the holders of the Common Stock (other than shares of Common Stock held in treasury or owned by Merger Sub and its subsidiaries, other excluded shares, Company restricted shares and dissenting shares) in the proposed merger, which opinion was based on and subject to the factors and assumptions set forth in the opinion, as more fully described under “—Opinion of J.P. Morgan Securities LLC” beginning on page 62;

the financial analyses of Evercore, financial advisor to the Special Committee, and the opinion of Evercore, dated February 4, 2013, to the Special Committee and the Board with respect to the fairness, from a financial point of view, of the $13.65 per share merger consideration to the holders of shares of Common Stock entitled to receive such merger consideration, which opinion was based on and subject to the factors, procedures, assumptions, limitations and qualifications and other matters set forth in the opinion, as more fully described under “—Opinion of Evercore Group L.L.C.” beginning on page 69;

the fact that, prior to signing the merger agreement, the Special Committee permitted three financial sponsors to conduct due diligence on the Company, including providing them with access to non-public information, that the competing firms were not permitted to interact with each other and were not permitted to reach any agreement with Mr. Dell without the prior consent of the Special Committee, and that, following such process, two of those financial sponsors (each a well-known private equity firm with substantial experience in executing large-scale transactions in the Company’s industry) declined, after having performed due diligence on the Company, to submit a definitive offer to acquire the Company, citing their evaluation of the risks and challenges facing the Company associated with the fundamental changes in the PC market and the Company’s recent operating performance and loss of market share;

the fact that, although an analyst report was issued by Goldman Sachs on December 3, 2012 suggesting that the Company might be a target for a leveraged buyout, and although media reports of a possible going private transaction involving the Company had been first published in the press beginning on January 14, 2013, no third party other than the SLP Investors made a proposal to acquire the Company before the execution of the merger agreement;

the fact that Evercore will receive an aggregate fee of up to $30 million, the substantial majority of which is contingent upon the Company’s entering into a definitive agreement for a “superior proposal” as a result of the go-shop process, and the Special Committee’s belief that this fee appropriately incentivizes Evercore to conduct the go-shop process in a manner that maximizes the likelihood of obtaining a “superior proposal;”

the fact that neither the MD Investors nor the Gift Trusts have entered into any exclusivity arrangements with the SLP Investors and the MD Investors and the Gift Trusts have agreed in the voting agreement, if requested to do so by the Special Committee or the Board, to explore in good faith the possibility of working with any third parties regarding any alternative acquisition proposal (including taking part in meetings and negotiations) to the extent the Company is permitted to engage in discussions with such third parties under the merger agreement;

the fact that, if the merger agreement is terminated in connection with the Company’s entry into a definitive agreement with respect to a “superior proposal,” the MD Investors and the Gift Trusts have agreed in the voting agreement to vote their shares of Common Stock in the same proportion in favor of such “superior proposal” as the shares of Common Stock held by unaffiliated stockholders are voted or, at their option, entirely in favor of such “superior proposal;”

the likelihood of the merger’s being completed, based on, among other matters:

the Parent Parties’ having obtained committed debt and equity financing for the transaction, the limited number and nature of the conditions to the debt and equity financing, the reputation of the financing sources and the obligation of the Parent Parties to use reasonable best efforts to obtain the debt financing;

the absence of a financing condition in the merger agreement;

the Company’s ability, under circumstances specified in the merger agreement, to seek specific performance of Parent’s obligation to cause, and, pursuant to the equity commitment letters described under “—Financing for the Merger” beginning on page 102, to seek specific performance to directly cause, the equity financing sources under those commitment letters to fund their respective contributions as contemplated by those commitment letters; and

the requirement that, in the event of a failure of the merger to be consummated under certain circumstances, Parent pay the Company a termination fee of $750 million (if the Parent Parties fail to complete the merger when otherwise required pursuant to the merger agreement or otherwise materially breach their obligations under the merger agreement such that the conditions to the consummation of the merger cannot be satisfied) or $250 million (if the merger agreement is terminated in certain other circumstances related to changes in laws or other legal impediments or charges), without the Company’s having to establish any damages, and the guarantee of such payment obligation by the Guarantors, severally and not jointly, pursuant to the Limited Guarantees as more fully described under “—The Limited Guarantees” beginning on page 111;

the availability of appraisal rights under Delaware law to holders of Common Stock who do not vote in favor of the adoption of the merger agreement and comply with all of the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have the Delaware Court of Chancery determine the fair value of their shares, which may be more than, less than, or the same as the amount such stockholders would have received under the merger agreement; and

the Special Committee’s belief that it was fully informed about the extent to which the interests of Mr. Dell in the merger differed from those of the Company’s other stockholders.

the fact that the Special Committee consists of four independent and disinterested directors of the Company who are not affiliated with any of the MD Investors, the Gift Trusts, the SLP Investors, or the Parent Parties, are not employees of the Company or any of its affiliates and have no financial interest in the merger different from, or in addition to the interests of the Company’s unaffiliated stockholders other than their interests described under “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 112;

although the Special Committee and the Company did not retain any representative to act solely on behalf of the unaffiliated stockholders for purposes of negotiating a transaction or preparing a report, the fact that the Special Committee was advised by J.P. Morgan and Evercore, as financial advisors, and by Debevoise, as legal advisor, each a nationally recognized firm selected by the Special Committee;

the fact that the Special Committee retained and was advised by BCG, a nationally recognized management consultant selected by the Special Committee to assist the Special Committee in its assessment of strategic alternatives available to the Company, and that BCG’s compensation is not based on the Special Committee’s recommendation as to any specific strategic alternative available to the Company or the completion of any specific transaction, including the merger;

the fact that BCG prepared and the Special Committee reviewed the BCG Forecast, which consisted of an independent financial forecast for the Company as well as various sensitivities analyses of that forecast;

the fact that, as part of its review of the Company’s alternatives, the Special Committee considered the possibility of, and obtained the advice of its financial advisors and BCG with respect to, strategic alternatives to the merger;

the fact that the Special Committee conducted deliberations, in more than 25 formal meetings, during a period of approximately five and a half months regarding the merger and alternatives to the merger;

the fact that, with the assistance of its financial and legal advisors, the Special Committee conducted arm’s-length negotiations with the SLP Investors, which, among other matters, ultimately resulted in an increase in the purchase price from $11.22-12.16, the initial price range proposed in Silver Lake’s October 23, 2012 non-binding proposal, to $13.65 per share, during a period in which the Company’s business failed to meet its prior projections and forecasts for the Company and the PC industry in general were declining;

the fact that each of the Special Committee and the Board was aware that it had no obligation to recommend any transaction and that the Special Committee had the authority to “say no” to any proposals made by the Parent Parties or other potential acquirors;

the fact that Mr. Dell provided oral assurances to the Special Committee that he was willing to work with whatever party might emerge as the high bidder for the Company, as well as to execute alternative strategies that the Special Committee might recommend if it determined that the Company should continue as a public company;

the fact that Mr. Dell did not participate in any Board deliberations concerning the merger or alternatives to the merger;

the fact that the terms of Mr. Dell’s non-disclosure agreement with the Company prohibited him from providing confidential information about the Company to potential equity partners and other persons in connection with a possible transaction involving the Company;

the fact that the Special Committee made its evaluation of the merger agreement and the merger based upon the factors discussed in this proxy statement and with the full knowledge of the interests of Mr. Dell in the merger; and

the condition to the merger that the merger agreement be adopted not only by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote thereon but also by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock held by stockholders entitled to vote thereon other than the Parent Parties, the MD Investors, the Gift Trusts, any other officers and directors of the Company or any other person having any equity interest in, or any right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary.

that the Company’s unaffiliated stockholders will have no ongoing equity participation in the Company following the merger, and that such stockholders will cease to participate in the Company’s future

earnings or growth, if any, or to benefit from increases, if any, in the value of the Common Stock, and will not participate in any potential future sale of the Company to a third party;

the possibility that Parent could, at a later date, engage in unspecified transactions including restructuring efforts, special dividends or the sale of some or all of the Company or its assets to one or more purchasers which could conceivably produce a higher aggregate value than that available to the Company’s unaffiliated stockholders in the merger;

the risk of incurring substantial expenses related to the merger, including in connection with any litigation that may result from the announcement or pendency of the merger, some of which will be payable even if the merger is not completed;

the fact that there can be no assurance that all conditions to the parties’ obligations to complete the merger will be satisfied, and, as a result, that the merger may not be completed even if the merger agreement is adopted by the Company’s stockholders;

the risk that the debt financing contemplated by the debt commitment letter or the subordinated securities financing contemplated by the securities purchase agreement will not be obtained, resulting in the Parent Parties’ not having sufficient funds to complete the transaction;

the risks and costs to the Company if the merger does not close, including:

uncertainty about the effect of the proposed merger on the Company’s employees, customers and other parties, which may impair the Company’s ability to attract, retain and motivate key personnel, and could cause customers, suppliers, financial counterparties and others to seek to change existing business relationships with the Company; and

restrictions under the merger agreement on the Company’s ability, without the consent of the Parent Parties, to make acquisitions and investments, access the debt and capital markets, and take other specified actions until the proposed merger occurs or the merger agreement terminates, which may prevent the Company from pursuing otherwise attractive business opportunities and taking other actions with respect to its business that it may consider advantageous;

the fact that the receipt of cash in exchange for shares of Common Stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes;

the possibility that, under certain circumstances under the merger agreement, the Company may be required to pay Parent (or its designee) a termination fee of $180 million or $450 million, as more fully described under “The Merger Agreement—Termination Fees; Reimbursement of Expenses” beginning on page 163, which could discourage other third parties from making an alternative acquisition proposal with respect to the Company, but which the Special Committee believes would not be a meaningful deterrent;

the fact that the Parent Parties are newly formed corporations with essentially no assets and that the Company’s remedy in the event of breach of the merger agreement by the Parent Parties may be limited to receipt of a $750 million or $250 million termination fee payable by Parent and that, under certain circumstances, the Company may not be entitled to receive such a fee; and

the terms of the MD Investors’ and the Gift Trusts’ participation in the merger and the fact that the Company’s executive officers may have interests in the transaction that are different from, or in addition to, those of the Company’s unaffiliated stockholders, as more fully described under “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 112.

the Special Committee’s analyses, conclusions and unanimous determination, which the Board adopted, that the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, the Company’s stockholders (other than the MD Investors and the Gift Trusts) and the Special Committee’s unanimous recommendation that the Board approve and declare advisable the merger agreement and the transactions contemplated therein, including the merger, and that the Company’s stockholders vote for the adoption of the merger agreement;

the fact that the Special Committee consists of four independent and disinterested directors of the Company who are not affiliated with any of the MD Investors, the Gift Trusts, the SLP Investors, or the Parent Parties, are not employees of the Company or any of its affiliates and have no financial interest in the merger different from, or in addition to the Company’s unaffiliated stockholders other than their interests described under “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 112;

the financial analyses of J.P. Morgan, financial advisor to the Special Committee, and the opinion of J.P. Morgan, dated February 4, 2013, to the Special Committee and the Board with respect to the fairness, from a financial point of view, of the consideration to be paid to the holders of Common Stock (other than shares of Common Stock held in treasury or owned by Merger Sub and its subsidiaries, other excluded shares, Company restricted shares and dissenting shares) in the proposed merger, which opinion was based on and subject to the factors and assumptions set forth in the opinion, as more fully described under “—Opinion of J.P. Morgan Securities LLC” beginning on page 62; and

the financial analyses of Evercore, financial advisor to the Special Committee, and the opinion of Evercore, dated February 4, 2013, to the Special Committee and the Board with respect to the fairness, from a financial point of view, of the $13.65 per share merger consideration to the holders of shares of Common Stock entitled to receive such merger consideration, which opinion was based on and subject to the factors, procedures, assumptions, limitations and qualifications and other matters set forth in the opinion, as more fully described under “—Opinion of Evercore Group L.L.C.” beginning on page 69;