Receives Final Regulatory Approval for
Transaction
SAN
JOSE, Calif. and PALO ALTO,
Calif., Nov. 21, 2023 /PRNewswire/ -- Broadcom
Inc. (NASDAQ: AVGO) and VMware, Inc. (NYSE: VMW) today announced
that they have received all required regulatory approvals and
intend to close Broadcom's acquisition of VMware on November 22, 2023.
Broadcom has received legal merger clearance in Australia, Brazil, Canada, China, the European Union, Israel, Japan, South
Africa, South Korea,
Taiwan, the United Kingdom, and foreign investment control
clearance in all necessary jurisdictions. There is no legal
impediment to closing under U.S. merger regulations.
About Broadcom
Broadcom Inc. (NASDAQ: AVGO), a Delaware corporation headquartered in
San Jose, CA, is a global
technology leader that designs, develops and supplies a broad range
of semiconductor and infrastructure software solutions. Broadcom's
category-leading product portfolio serves critical markets
including data center, networking, enterprise software, broadband,
wireless, storage and industrial. Our solutions include data center
networking and storage, enterprise, mainframe and cybersecurity
software focused on automation, monitoring and security, smartphone
components, telecoms and factory automation.
About VMware
VMware is a leading provider of multi-cloud services for all
apps, enabling digital innovation with enterprise control. As a
trusted foundation to accelerate innovation, VMware software gives
businesses the flexibility and choice they need to build the
future. Headquartered in Palo Alto,
California, VMware is committed to building a better future
through the company's 2030 Agenda. For more information, please
visit www.VMware.com/company.
Cautionary Statement Regarding Forward-Looking
Statements
This communication relates to a proposed business combination
transaction between Broadcom and 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 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 and VMware management and current market trends
and conditions.
These forward-looking statements involve risks and uncertainties
that are outside Broadcom's and VMware's control and may cause
actual results to differ materially from those contained in
forward-looking statements, including but not limited to: business
disruption following the announcement and closing of 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; 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.
Contacts:
Broadcom Inc.
Ji
Yoo
Broadcom Investor Relations
408-433-8000
investor.relations@broadcom.com
(AVGO-Q)
Joele Frank / Arielle Rothstein / Tim
Ragones
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
VMware, Inc.
Jagroop
Bal
VMware Investor Relations
ir@vmware.com
Doreen Ruyak
VMware Global PR
druyak@vmware.com
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SOURCE Broadcom Inc.