SAN
JOSE, Calif. and PALO ALTO,
Calif., Oct. 18, 2023 /PRNewswire/ -- Broadcom
Inc. (NASDAQ: AVGO) and VMware, Inc. (NYSE: VMW) today
announced that the deadline for VMware stockholders of record to
elect the form of merger consideration they wish to receive in
connection with Broadcom's acquisition of VMware (the
"Transaction") is 5:00 p.m. Eastern
Time on October 23, 2023 (such
deadline, as it may be extended, the "Election Deadline"). VMware
stockholders who hold shares through a bank, broker or other
nominee may be subject to an earlier election deadline and should
carefully review any materials they received from their bank,
broker or other nominee. As previously disclosed, the parties
expect to close the Transaction on October
30, 2023, subject to the receipt of regulatory approvals and
other customary closing conditions.
The election materials necessary for VMware stockholders of
record to make an election as to the form of merger consideration
they wish to receive were sent beginning on August 11, 2023 to holders of record of VMware
common stock as of August 4,
2023.
VMware stockholders of record wishing to make an election must
deliver properly completed election materials to Computershare
Trust Company, N.A. by the Election Deadline. VMware stockholders
who hold shares through a bank, broker or other nominee may be
subject to an earlier election deadline and must carefully review
and properly complete any election materials they received from
their bank, broker or other nominee regarding how to make an
election.
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. If no election is made by a
VMware stockholder, the merger consideration that the stockholder
will receive will be determined in accordance with the proration
methodology in the merger agreement for the Transaction.
VMware stockholders with questions regarding the election
materials or the election process should contact Georgeson LLC, the
information agent for the election, at (866) 821-2570 or their
bank, broker or other nominee, as applicable, as soon as
possible.
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 expected future business
and financial performance, the anticipated benefits of the proposed
transaction, the anticipated impact of the proposed transaction on
the combined business, the expected amount and timing of the
synergies from the proposed transaction, and 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: the
effect of the proposed transaction on our ability to maintain
relationships with customers, suppliers and other business partners
or operating results and business; the ability to implement plans,
achieve forecasts and meet other expectations with respect to the
business after the completion of the proposed transaction and
realize expected synergies; 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; significant indebtedness,
including indebtedness incurred in connection with the proposed
transaction, and the need to generate sufficient cash flows to
service and repay such debt; 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
View original
content:https://www.prnewswire.com/news-releases/broadcom-and-vmware-announce-election-deadline-for-vmware-stockholders-to-elect-merger-consideration-301960548.html
SOURCE Broadcom Inc.