Item 1.01 Entry into a Material Definitive Agreement.
On July 11, 2018, Broadcom Inc., a Delaware corporation (the Company or Broadcom), entered into an Agreement and
Plan of Merger (the Merger Agreement) with CA, Inc., a Delaware corporation (CA), and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company (Merger Sub). The Merger
Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into CA (the Merger), with CA surviving the Merger and becoming a wholly owned subsidiary of the Company.
Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of CA common stock (other than shares
(i) owned or held in treasury by CA or owned by the Company or Merger Sub, (ii) owned by any subsidiary of the Company or CA and (iii) held by CA stockholders who perfect their appraisal rights with respect to the Merger) will be
cancelled and automatically converted into the right to receive $44.50 in cash, without interest (the Merger Consideration).
Under the Merger Agreement, at the effective time of the Merger, Broadcom will assume unvested CA stock options and outstanding CA restricted
shares, restricted stock units and performance shares, and all vested CA stock options and director stock units will be cancelled in exchange for the Merger Consideration, less, in the case of options, the applicable aggregate option exercise price.
CA has made customary representations, warranties and covenants in the Merger Agreement, including covenants not to, during the pendency
of the Merger, solicit alternative transactions or, subject to certain exceptions, not to enter into discussions concerning, or provide confidential information in connection with, an alternative transaction. Each of Broadcom and Merger Sub also has
made customary representations, warranties and covenants in the Merger Agreement.
Consummation of the Merger is subject to the
satisfaction or waiver of customary closing conditions, including adoption of the Merger Agreement by CA stockholders, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and clearance under the antitrust laws of the European Union and Japan. The transaction is not subject to any financing condition.
The Merger Agreement contains certain customary termination rights for Broadcom and CA, including a right to terminate the Merger Agreement if
the Merger is not completed by January 11, 2019, unless otherwise extended pursuant to the terms of the Merger Agreement. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified
circumstances, CA will be obligated to pay Broadcom a termination fee of $566 million.
The foregoing summary of the Merger Agreement
and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.
The Merger Agreement has been attached as an exhibit hereto to provide investors with information regarding its terms. It is not intended to
provide any other factual information about Broadcom, Merger Sub or CA, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Merger. The representations, warranties and
covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs as of the date they were made or at any other
time and investors should not rely on them as statements of fact.