Filed by Broadcom Inc.
pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act
of 1934
Subject Company: VMware, Inc.
Commission File No.: 333-266181
Date: January 23, 2023
On January 23,
2023, Broadcom Inc. published the following post on LinkedIn:
On January 23,
2023, Broadcom Inc. published the following post on Twitter:
On January 23,
2023, Broadcom Software Group published the following post on
LinkedIn:
On January 23,
2023, Broadcom Software Group published the following post on
Twitter:
On January 23,
2023, Hock Tan published the following post on LinkedIn:
[The text of the blog
post accessible through
the links included in the posts above is reproduced below.
The blog
post is available on Broadcom Inc.’s “Broadcom Blogs” and Broadcom
Software Group’s “Broadcom Software Blog”]
Coding for
the Future of U.S. National Defense
Broadcom
and VMware Tanzu support this mission
Since we announced our intent to acquire VMware last year,
customers have expressed to me their excitement about VMware’s
momentum around cloud-native apps in its Tanzu business. Tanzu is a
central part of VMware’s software portfolio and its multi-cloud
strategy, and will remain that way after Broadcom’s acquisition of
VMware closes.
The future of enterprise IT is multi-cloud — the ability to
distribute applications and services across a combination of
clouds. A combined Broadcom-VMware will empower customers to
modernize and architect their IT infrastructure with large-scale,
secure, and reliable yet flexible solutions.
The move to multi-cloud is changing the way modern software
applications are designed and built. Kubernetes clusters, which
VMware’s Tanzu business enables, have become a core component of
modern software applications, making them more resilient, easier to
manage, and capable of running in internal environments and between
different clouds.As a result, enterprises can accelerate the speed
and agility of innovation within their organizations in a
multi-cloud environment.
VMware-enabled software
factories
VMware customers are leveraging Tanzu to run some of the most
mission critical cloud-native applications in the world, including
government agencies that are essential to national security. The
battlefields of tomorrow are digital domains, which means the tools
essential to a country’s national defense have to be both physical
and virtual.
Just last month, the U.S. Department of Defense (DOD)
announced a $9 billion investment in a multi-cloud infrastructure
across all domains and classification levels. Even before this
major move to multi-cloud, VMware’s Tanzu Labs has already been at
work assisting DOD in building its digital defense capabilities by
going cloud-native, engaging in workforce reskilling, and
developing software.VMware Tanzu Labs partners with organizations
worldwide to accelerate the delivery of software and modernize
legacy apps, while reducing operating costs and risk working side
by side with customers to build capabilities, transfer skills and
knowledge, and instill a process that shows immediate and lasting
impact. In a short time, Tanzu Labs has made an immediate and
lasting impact on DOD’s efforts to use all its tools, virtual and
physical, to protect U.S. interests.
Seven years ago, in response to the growing potential of
digital confrontations with adversaries, Tanzu Labs sought to work
with DOD to improve speed and agility in software development,
starting with increasing the digital proficiency of U.S soldiers
and service personnel. With no existing footprint of tools,
practices, or personnel, DOD and Tanzu Labs were starting from
scratch when they first stood up a VMware-enabled Software Factory
within the U.S. Air Force, and did it in only 120 days.
Today, the U.S. Air Force Software Factory is now
self-sustaining, employing more than 1200 people who build mission
critical systems that will increasingly leverage a multi-cloud
strategy.The DOD has followed suit by standing up additional
software factories within the U.S. Space Force and the U.S. Army.
Tanzu’s methods of enablement helped create a learning environment
within the factories that provides foundational knowledge to
soldiers, airmen, sailors, guardians and government civilians. The
mission objective is self-sustaining factories that can
continuously deliver enterprise grade software into the hands of
constituents.
Executing on the mission: The Army
Software Factory
When it was stood up in 2021, the Army Software Factory
established several key objectives, including increasing overall
digital proficiency throughout the Army; enabling Army soldiers to
effectively defend and fight in an increasingly data-centric
battlefield; solving real and virtual Army problems by leveraging
agile development security operations in multi-cloud technology and
cybersecurity; and harnessing the culture of the U.S. innovation
economy through close collaboration with tech entrepreneurs and
academics.
Since then, the Army Software Factory has worked with Tanzu
Labs to train more than 100 Army soldiers and civilians in the art
of modern cloud-native development practices, skills, and culture
to prepare for defending and warfighting across real and digital
battlefields. This training will have long-term benefits for the
U.S. Army, helping to maximize the long-term scalability and
sustainability of modern software development and delivery.
One of the Army Software Factory’s early successes was an
application that allowed for the mapping and safe placement of
stored explosive weapons. The Army had unsuccessfully spent 19
years with various contractors to create the mapping/placement
software.The Army Software Factory did the job in just three
months. The Army’s Factory is continuing to grow and develop
additional capabilities, including deploying software and software
development units to the edge in a hybrid-cloud fashion in order to
provide edge mission support to warfighters in the field.
Building on VMware Tanzu’s work
with DOD
DOD’s Software Factories are just scratching the surface when
it comes to cloud-native application development and the future of
virtual national defenses. With its multi-cloud strategy very much
in the initial stages of development, DOD is building and deploying
more modern applications every year.
Modernizing legacy systems as part of DOD’s move to
multi-cloud is a national security imperative. Through its
partnership with Tanzu Labs, DOD is poised to succeed by continuing
to invest in software factories that build, secure, and deploy
cloud-native applications for its national defense and warfighting
capabilities. It’s a model that is also drawing the attention of
other U.S. government agencies that are also embracing multi-cloud
environments. Upon the close of Broadcom’s acquisition of VMware,
we will remain committed to this partnership with DOD, and we look
forward to building similar mission-critical collaborations across
the U.S. government.
Cautionary Statement Regarding
Forward-Looking Statements
This communication relates to a
proposed business combination transaction between Broadcom Inc.
(“Broadcom”) and VMware, Inc. (“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 management and current
market trends and conditions.
These forward-looking statements
involve risks and uncertainties that are outside Broadcom’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 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.