Compellent Adopts Stockholder Rights Plan …

Compellent Technologies, Inc. announced that its Board of Directors has adopted a Stockholder Rights Plan under which all stockholders of record as of Dec. 27, 2010 will receive rights to purchase shares of a new series of preferred stock.

The Rights Plan is designed to ensure that all Compellent stockholders receive fair and equal treatment in the event that an unsolicited attempt is made to acquire Compellent. The Rights Plan was adopted pursuant to the Merger Agreement with a wholly-owned subsidiary of Dell Inc. It is intended to provide the Board of Directors with sufficient time to evaluate alternatives and to maximize value to stockholders.

Under the Rights Plan, the Board of Directors declared a non-taxable dividend of one right for each outstanding share of Compellent common stock to stockholders of record as of the close of business on Dec. 27, 2010. Initially, these Rights will not be exercisable and will trade with the shares of Compellent common stock. The Rights will be exercisable only if a person or group acquires 15 percent or more of Compellent’s common stock or announces a tender offer for 15 percent or more of Compellent’s common stock other than Dell Inc. or one of its affiliates. Once exercisable, each Right will entitle the holder to purchase from Compellent one one-hundredth of a share of preferred stock.

The Rights Plan permits the acquisition of control of Compellent by Dell Inc. or one of its affiliates pursuant to the terms and conditions of the Merger Agreement. If a person or group, other than Dell Inc. or one of its affiliates, acquires 15 percent or more of Compellent’s common stock, then each holder of a Right (other than the Acquiring Person) would be entitled to purchase, at the exercise price of the Right, such number of shares of Compellent common stock having a current value of twice the exercise price of the Right.

In addition, if a person or group becomes an Acquiring Person, then until such Acquiring Person acquires 50 percent or more of Compellent’s common stock, the Board of Directors can exchange the Rights, in part or in whole, for Compellent common stock. If Compellent is acquired in a merger or other business combination transaction, other than by Dell Inc. or one of its affiliates, each holder of a Right (other than the Acquiring Person) would then be entitled to purchase, at the exercise price of the Right, such number of shares of the acquiring company’s common stock having a current value of twice the exercise price of the Right. The Board of Directors may redeem the Rights or terminate the Rights Plan at any time before a person or group becomes an Acquiring Person. The Rights will expire on Dec. 27, 2011, one year from the record date.