On October 8, 2019, VMware, Inc., a Delaware corporation (“VMware”), completed the previously announced acquisition of Carbon Black, Inc., a Delaware corporation (“Carbon Black”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 22, 2019, by and among VMware, Carbon Black and Calistoga Merger Corp., a Delaware corporation and wholly owned subsidiary of VMware (the “Purchaser”).
As previously disclosed, pursuant to the Merger Agreement, on September 6, 2019, the Purchaser commenced a cash tender offer (the “Offer”) for all of the outstanding shares of common stock (“Shares”), of Carbon Black, at a price of $26.00 per Share, without interest, net to the seller in cash, and less any applicable withholding of taxes. The Offer and withdrawal rights expired at 5:00 p.m., New York City Time, on October 7, 2019 and were not extended. A total of 64,173,721 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 85.1% of the outstanding Shares. With all conditions to the Offer satisfied, on October 8, 2019, the Purchaser accepted for purchase all Shares that were validly tendered pursuant to the Offer and not validly withdrawn.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the acquisition of Carbon Black, pursuant to the terms of the Merger Agreement, by merging the Purchaser with and into Carbon Black, with Carbon Black surviving (the “Merger”). The Merger was effected without a vote of the stockholders of Carbon Black pursuant to Section 251(h) of the Delaware General Corporation Law and was consummated on October 8, 2019. Pursuant to the terms of the Merger Agreement, each Share that was issued and outstanding immediately prior to the effective time of the Merger was converted automatically into the right to receive $26.00 in cash, without interest and less any applicable withholding of taxes (the same amount per Share paid in the Offer).
As a result of the acquisition, Shares of Carbon Black ceased to be traded on the Nasdaq Stock Market, effective as of market open on October 8, 2019.
VMware issued a press release announcing the completion of the acquisition on October 8, 2019, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The foregoing descriptions of the Offer, the Merger and the Merger Agreement in this Item 8.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to VMware’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 22, 2019, and is incorporated herein by reference.