UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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CA, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and
0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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This Schedule 14A filing consists of the following communications relating to the proposed acquisition of CA,
Inc. (CA) by Broadcom Inc. (Parent), a Delaware corporation, and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), pursuant to the terms of an Agreement and
Plan of Merger, dated July 11, 2018, by and among CA, Parent and Merger Sub:
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(i)
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Letter to Customers distributed by CA
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(ii)
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Letter to Partners distributed by CA
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The items listed above were first used or made available on
July 12, 2018.
Letter to Customers distributed by CA
Subject: Broadcom to acquire CA Technologies
Dear {Customer
Name},
I have important news to share with you today. CA Technologies just announced that it has entered into a definitive agreement to be acquired by
Broadcom. As a valued customer, I wanted to reach out to you personally to share this exciting news and let you know first and foremost that Broadcom shares our deep dedication to our customers.
Broadcom has been a leader in the semiconductor space for decades. In recent years, they have expanded the scope of their portfolio of mission critical
infrastructure technology assets. With the addition of CA, a leader in mainframe and enterprise software, Broadcom becomes well positioned to provide technology solutions across the infrastructure technology landscape.
The transaction is expected to close in the fourth calendar quarter of 2018. Until the transaction closes, we remain a standalone company and will conduct
business as usual, continuing to serve you with the dedication and commitment for which we are known.
I will be following up with a phone call and look
forward to speaking with you soon.
Thank you for your continued partnership.
Regards,
XXX
Additional Information and Where to Find It
This
communication is being made in respect of the proposed transaction involving CA, Inc. (CA) and Broadcom Inc. (Broadcom). In connection with the proposed transaction, CA intends to file relevant materials with the Securities
and Exchange Commission (the SEC), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, CA will mail the definitive proxy statement and a proxy card to each stockholder of CA
entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that CA may file with the SEC or send to its stockholders in connection with the
proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF CA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT CA WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CA AND THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction (when they
become available), and any other documents filed by CA with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or at CAs website (http://www.ca.com) or by contacting CAs Investor Relations at
traci.tsuchiguchi@ca.com.
Participants in the Solicitation
CA and its directors and executive officers may be deemed to be participants in the solicitation of proxies from CAs stockholders with respect to the
proposed transaction. Information about CAs directors and executive officers and their ownership of CAs common stock is set forth in CAs proxy statement on Schedule 14A filed with the SEC on June 29, 2018, and CAs Annual
Report on Form
10-K
for the fiscal year ended March 31, 2018, which was filed with the SEC on May 9, 2018. Additional information regarding the potential participants, and their direct or indirect
interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.
Notice Regarding Forward-Looking Statements
This
communication, and any documents to which CA refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements represent CAs current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed
transaction, expected benefits and costs of the proposed transaction, management plans relating to the proposed transaction, strategies and objectives of CA for future operations and other
information relating to the proposed transaction. Without limiting the foregoing, the words believes, anticipates, plans, expects, intends, forecasts, should,
estimates, contemplate, future, goal, potential, predict, project, projection, target, seek, may, will,
could, should, would, assuming, and similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of
risks, uncertainties and assumptions that may cause actual results to differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i) the risk that the
proposed transaction may not be completed in a timely manner or at all, which may adversely affect CAs business and the price of the common stock of CA, (ii) the failure to satisfy any of the conditions to the consummation of the proposed
transaction, including the adoption of the merger agreement by the stockholders of CA and the receipt of certain regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of
the merger agreement, (iv) the effect of the announcement or pendency of the proposed transaction on CAs business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans
and operations and the potential difficulties in employee retention as a result of the proposed transaction, (vi) risks related to diverting managements attention from CAs ongoing business operations, (vii) the outcome of any
legal proceedings that may be instituted against us related to the merger agreement or the proposed transaction, (viii) unexpected costs, charges or expenses resulting from the proposed transaction, and (ix) other risks described in
CAs filings with the SEC, such as its Quarterly Reports on Form
10-Q
and Annual Reports on Form
10-K.
Forward-looking statements speak only as of the date of this
communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, CA does not assume any obligation to update any such forward-looking statements whether as the result of new
developments or otherwise.
Letter to Partners distributed by CA
Subject: Broadcom to acquire CA Technologies
Dear Valued
Partner,
I have important news to share with you today. CA Technologies just announced that it has entered into a definitive agreement to be acquired by
Broadcom. As a valued partner, I wanted to reach out to you personally to share this exciting news and let you know first and foremost that Broadcom shares our deep dedication to our customers.
Broadcom has been a leader in the semi-conductor space for decades. In recent years, they have expanded the scope of their portfolio of mission critical
infrastructure technology assets. With the addition of CA, a leader in mainframe and enterprise software, Broadcom becomes well positioned to provide technology solutions across the infrastructure technology landscape.
The transaction is expected to close in the fourth calendar quarter of 2018. Until the transaction closes, we remain a standalone company and will conduct
business as usual, continuing to work with you and to serve our customers with the same dedication and commitment for which we are known.
I will be
following up with a phone call and look forward to speaking with you soon.
Thank you for your continued partnership.
Regards,
XXX
Additional Information and Where to Find It
This
communication is being made in respect of the proposed transaction involving CA, Inc. (CA) and Broadcom Inc. (Broadcom). In connection with the proposed transaction, CA intends to file relevant materials with the Securities
and Exchange Commission (the SEC), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, CA will mail the definitive proxy statement and a proxy card to each stockholder of CA
entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that CA may file with the SEC or send to its stockholders in connection with the
proposed transaction. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF CA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT CA WILL
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CA AND THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction (when they
become available), and any other documents filed by CA with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or at CAs website (http://www.ca.com) or by contacting CAs Investor Relations at
traci.tsuchiguchi@ca.com.
Participants in the Solicitation
CA and its directors and executive officers may be deemed to be participants in the solicitation of proxies from CAs stockholders with respect to the
proposed transaction. Information about CAs directors and executive officers and their ownership of CAs common stock is set forth in CAs proxy statement on Schedule 14A filed with the SEC on June 29, 2018, and CAs Annual
Report on Form
10-K
for the fiscal year ended March 31, 2018, which was filed with the SEC on May 9, 2018. Additional information regarding the potential participants, and their direct or indirect
interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.
Notice Regarding Forward-Looking Statements
This
communication, and any documents to which CA refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements represent CAs current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the
proposed transaction, management plans relating to the proposed transaction, strategies and objectives of CA for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words
believes, anticipates, plans, expects, intends, forecasts, should, estimates, contemplate, future, goal,
potential, predict, project, projection, target, seek, may, will, could, should, would, assuming, and
similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual results to differ
significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which
may adversely affect CAs business and the price of the common stock of CA, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the
stockholders of CA and the receipt of certain regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or
pendency of the proposed transaction on CAs business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee
retention as a result of the proposed transaction, (vi) risks related to diverting managements attention from CAs ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related
to the merger agreement or the proposed transaction, (viii) unexpected costs, charges or expenses resulting from the proposed transaction, and (ix) other risks described in CAs filings with the SEC, such as its Quarterly Reports on
Form
10-Q
and Annual Reports on Form
10-K.
Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by
reference in this document. Except as required by applicable law or regulation, CA does not assume any obligation to update any such forward-looking statements whether as the result of new developments or otherwise.
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