Companies Will Close Transaction Promptly Following
Satisfaction of Remaining Condition
SAN
JOSE, Calif. and PALO ALTO,
Calif., Oct. 30, 2023 /PRNewswire/ -- Broadcom
Inc. (NASDAQ: AVGO) and VMware, Inc. (NYSE: VMW) today announced
their expectation that Broadcom's acquisition of VMware (the
"Transaction") will close soon, but in any event prior to the
expiration of their merger agreement.
The parties have received legal merger clearance in Australia, Brazil, Canada, the European Union, Israel, Japan, South
Africa, South Korea,
Taiwan, the United Kingdom, and foreign investment control
clearance in all necessary jurisdictions. There is no legal
impediment to closing under U.S. merger regulations.
The parties also announced the results of the elections made by
VMware stockholders of record regarding the form of consideration
they wish to receive in exchange for their shares of VMware common
stock in connection with the Transaction. As previously disclosed,
the deadline to have made such an election was 5:00 p.m. Eastern Time on October 23, 2023 (the "Election Deadline").
As further described in the election materials and in the
parties' proxy statement/prospectus dated October 3, 2022, each VMware stockholder will be
entitled to receive, for each share of VMware common stock held
immediately prior to the closing of the Transaction, (i)
$142.50 in cash, without interest
(the cash consideration), or (ii) 0.2520 of a share of Broadcom
common stock (the stock consideration). The merger consideration is
subject to proration so that 50% of the aggregate shares of VMware
common stock outstanding immediately prior to the closing of the
Transaction will be converted into the cash consideration and the
remaining 50% of the aggregate shares of VMware common stock will
be converted into the stock consideration. Each VMware stockholder
will receive cash in lieu of any fractional shares of Broadcom
common stock that the stockholder otherwise would be entitled to
receive.
Based on the final results of the merger consideration
election:
- VMware stockholders of record of approximately 96% of the
outstanding shares of VMware common stock elected to receive the
stock consideration and in accordance with the proration procedures
in the parties' merger agreement, (i) approximately 52.1% of such
outstanding shares of VMware common stock will be converted into
the right to receive 0.2520 of a share of Broadcom common stock per
share of VMware common stock and (ii) approximately 47.9% of such
outstanding shares of VMware common stock will be converted into
the right to receive $142.50 in cash
per share of VMware common stock; and
- VMware stockholders of record of approximately 4% of the
outstanding shares of VMware common stock elected to receive the
cash consideration or did not make a valid election or did not
deliver a valid election form prior to the Election Deadline. Each
such VMware stockholder will be entitled to receive $142.50 in cash per share of VMware common
stock.
A more detailed description of the merger consideration and the
allocation and proration procedures applicable to elections is
contained in the proxy statement/prospectus. VMware stockholders
are urged to read the proxy statement/prospectus carefully and in
its entirety. Copies of the proxy statement/prospectus may be
obtained free of charge by following the instructions below, under
"Additional Information about the Transaction and Where to Find
It."
About Broadcom
Broadcom Inc. (NASDAQ: AVGO), a
Delaware corporation headquartered
in San Jose, CA, is a global
technology leader that designs, develops and supplies a broad range
of semiconductor and infrastructure software solutions. Broadcom's
category-leading product portfolio serves critical markets
including data center, networking, enterprise software, broadband,
wireless, storage and industrial. Our solutions include data center
networking and storage, enterprise, mainframe and cybersecurity
software focused on automation, monitoring and security, smartphone
components, telecoms and factory automation.
About VMware
VMware is a leading provider of
multi-cloud services for all apps, enabling digital innovation with
enterprise control. As a trusted foundation to accelerate
innovation, VMware software gives businesses the flexibility and
choice they need to build the future. Headquartered in Palo Alto, California, VMware is committed to
building a better future through the company's 2030 Agenda. For
more information, please visit www.VMware.com/company.
Cautionary Statement Regarding Forward-Looking
Statements
This communication relates to a proposed
business combination transaction between Broadcom and VMware. This
communication includes forward-looking statements within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and Section 27A of the U.S. Securities Act of 1933, as
amended. These forward-looking statements include but are not
limited to statements that relate to the anticipated closing date
of the proposed transaction. These forward-looking statements are
identified by words such as "will," "expect," "believe,"
"anticipate," "estimate," "should," "intend," "plan," "potential,"
"predict," "project," "aim," and similar words or phrases. These
forward-looking statements are based on current expectations and
beliefs of Broadcom and VMware management and current market trends
and conditions.
These forward-looking statements involve risks and uncertainties
that are outside Broadcom's and VMware's control and may cause
actual results to differ materially from those contained in
forward-looking statements, including but not limited to: business
disruption following the announcement and closing of the proposed
transaction; difficulties in retaining and hiring key personnel and
employees due to the proposed transaction and business combination;
the diversion of management time on transaction-related issues; the
satisfaction of the conditions precedent to completion of the
proposed transaction, including the ability to secure regulatory
approvals on the terms expected, at all or in a timely manner; the
disruption of current plans and operations; the outcome of legal
proceedings related to the Transaction; the ability to complete the
proposed transaction on a timely basis or at all; the ability to
successfully integrate VMware's operations; cyber-attacks,
information security and data privacy; global political and
economic conditions, including cyclicality in the semiconductor
industry and in Broadcom's other target markets, rising interest
rates, the impact of inflation and challenges in manufacturing and
the global supply chain; the impact of public health crises, such
as pandemics (including COVID-19) and epidemics and any related
company or government policies and actions to protect the health
and safety of individuals or government policies or actions to
maintain the functioning of national or global economies and
markets; and events and trends on a national, regional and global
scale, including those of a political, economic, business,
competitive and regulatory nature.
These risks, as well as other risks related to the proposed
transaction, are included in the registration statement on Form S-4
and proxy statement/prospectus that has been filed with the
Securities and Exchange Commission ("SEC") in connection with the
proposed transaction. While the list of factors presented here is,
and the list of factors presented in the registration statement on
Form S-4 are, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. For additional information about other factors that
could cause actual results to differ materially from those
described in the forward-looking statements, please refer to
Broadcom's and VMware's respective periodic reports and other
filings with the SEC, including the risk factors identified in
Broadcom's and VMware's most recent Quarterly Reports on Form 10-Q
and Annual Reports on Form 10-K. The forward-looking statements
included in this communication are made only as of the date hereof.
Neither Broadcom nor VMware undertakes any obligation to update any
forward-looking statements to reflect subsequent events or
circumstances, except as required by law.
No Offer or Solicitation
This communication is not
intended to and shall not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of
securities shall be made, except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933,
as amended.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed transaction,
Broadcom has filed with the SEC a registration statement on Form
S-4 that includes a proxy statement of VMware and that also
constitutes a prospectus of Broadcom. Each of Broadcom and VMware
may also file other relevant documents with the SEC regarding the
proposed transaction. The registration statement was declared
effective by the SEC on October 3,
2022 and the definitive proxy statement/prospectus has been
mailed to VMware shareholders. This document is not a substitute
for the proxy statement/prospectus or registration statement or any
other document that Broadcom or VMware may file with the SEC.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/ PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the
registration statement and proxy statement/prospectus and other
documents containing important information about Broadcom, VMware
and the proposed transaction once such documents are filed with the
SEC through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
Broadcom may be obtained free of charge on Broadcom's website at
https://investors.broadcom.com. Copies of the documents filed with
the SEC by VMware may be obtained free of charge on VMware's
website at ir.vmware.com.
Contacts:
Broadcom Inc.
Ji
Yoo
Broadcom Investor Relations
408-433-8000
investor.relations@broadcom.com
(AVGO-Q)
Joele Frank / Tim Ragones / Arielle
Rothstein
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
VMware, Inc.
Jagroop
Bal
VMware Investor Relations
ir@vmware.com
Doreen Ruyak
VMware Global PR
druyak@vmware.com
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content:https://www.prnewswire.com/news-releases/broadcom-and-vmware-provide-update-on-pending-transaction-301971185.html
SOURCE Broadcom Inc.