Introductory Note.
As previously reported, on July 11, 2018, CA, Inc., a Delaware corporation (the Company), entered into an Agreement and Plan
of Merger (the Merger Agreement) with Broadcom Inc., a Delaware corporation (Broadcom), and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Broadcom (Merger Sub). On
November 5, 2018 (the Effective Date), Broadcom completed its acquisition of the Company.
Pursuant to the Merger
Agreement, the acquisition was structured as a merger of Merger Sub with and into the Company (the Merger), with the Company surviving the Merger and becoming a wholly owned subsidiary of Broadcom.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each issued and
outstanding share of common stock, par value $0.10 per share, of the Company (the Company Common Stock) (other than shares of Company Common Stock (i) owned or held in treasury by the Company or owned by Broadcom or Merger Sub, or
(ii) owned by any subsidiary of Broadcom or of the Company) was canceled and automatically converted into the right to receive $44.50 per share in cash, without interest (the Merger Consideration). The aggregate consideration paid
by Broadcom in the Merger was approximately $18.7 billion, without giving effect to the related transaction fees and expenses.
At
the Effective Time, each Company option (Company Option) that was vested and outstanding as of immediately prior to the Effective Time was cancelled, and the holder of such Company Option became entitled to receive, within five business
days following the Effective Date, an amount in cash equal to (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (ii) the excess (if any) of the Merger
Consideration over the per share exercise price applicable to the Company Option.
At the Effective Time, each Company Option that was
unvested and outstanding as of immediately prior to the Effective Time was assumed and converted automatically into an option to purchase shares of Broadcom common stock (each such option, an Adjusted Option). Each Adjusted Option is
subject to the same terms and conditions that were applicable to the Company Option, except that (i) the number of shares of Broadcom common stock, par value $0.001 per share (Broadcom Common Stock), subject to the Adjusted Option
is equal to the product obtained by multiplying (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, by (B) 0.2010 (the Equity Award Exchange Ratio), which ratio
was determined as the Merger Consideration divided by the volume weighted average closing sale price per share of Broadcom Common Stock as reported on NASDAQ for the ten consecutive trading days ending on the day immediately preceding the Effective
Time, rounded to four decimal places, with any fractional share rounded down to the nearest whole share and (ii) the Adjusted Option has an exercise price per share of Broadcom common stock equal to (A) the per share exercise price for
shares of Company Common Stock subject to the corresponding Company Option immediately prior to the Effective Time divided by (B) the Equity Award Exchange Ratio, rounded up to the nearest whole cent.
At the Effective Time, each Company deferred stock unit award (DSU Award) that was outstanding immediately prior to the Effective
Time and that was held by a
non-employee
director of the Company vested and was cancelled, and the holder of such DSU Award became entitled to receive, at the time or times elected by the applicable
non-employee
director, the Merger Consideration in respect of each share of Company Common Stock subject to such DSU Award immediately prior to the Effective Time.
At the Effective Time, subject to and upon the conditions set forth in the Merger Agreement, each Company restricted stock unit award
(RSU Award) and each Company performance share unit award (PSU Award) that was outstanding immediately prior to the Effective Time was assumed and converted automatically into a restricted stock unit award with respect to
shares of Broadcom Common Stock (each such award, an Adjusted RSU Award). Each Adjusted RSU Award is subject to the same terms and conditions that were applicable to the RSU Award or the PSU Award, as applicable, except that (i) the