Receives final regulatory approval for the transaction
SAN JOSE, Calif. and PALO ALTO, Calif., November 21, 2023 – Broadcom Inc. (NASDAQ: AVGO) and VMware, Inc. (NYSE: VMW) today announced that they have received all required regulatory approvals and intend to complete Broadcom’s acquisition of VMware on November 22, 2023.
Broadcom has received legal merger approval in Australia, Brazil, Canada, China, the European Union, Israel, Japan, South Africa, South Korea, Taiwan and the United Kingdom, as well as foreign investment control approval in all required jurisdictions. Under U.S. merger regulations, there is no legal impediment to closing.
About Broadcom
Broadcom Inc. (NASDAQ: AVGO), a Delaware company headquartered in San Jose, California, is a global technology leader that designs, develops and delivers a broad range of semiconductor and infrastructure software solutions. Broadcom’s category-leading product portfolio serves key markets including data centers, networking, enterprise software, broadband, wireless, storage and industrial. Our solutions include data center networking and storage, enterprise, mainframe and cybersecurity software with a focus on automation, monitoring and security, smartphone components, telecommunications and factory automation.
About VMware
VMware is a leading provider of multi-cloud services for all applications, enabling digital innovation with enterprise control. As a reliable foundation for accelerating innovation, VMware software gives companies 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, visit www.VMware.com/company.
Cautionary Statement Regarding Forward-Looking Statements
This announcement relates to a proposed business combination transaction between Broadcom and VMware. This communication contains forward-looking statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, and Section 27A of the US Securities Act of 1933, as amended. These forward-looking statements include, but are not limited to, statements relating to the expected closing date of the proposed transaction. These forward-looking statements can be identified by words such as “will,” “expect,” “believe,” “anticipate,” “estimate,” “should,” “intend,” “plan,” “potential,” “predict.” “ “Project”, “Goal” and similar words or expressions. These forward-looking statements are based on Broadcom and VMware management’s current expectations and beliefs, as well as current market trends and conditions.
These forward-looking statements involve risks and uncertainties that are beyond Broadcom’s and VMware’s control and could cause actual results to differ materially from those contained in the forward-looking statements, including, but not limited to: business interruptions following the announcement and the Completion of the proposed transaction; difficulties in retaining and hiring key personnel and employees resulting from the proposed transaction and business combination; the redirection of management time to transaction-related issues; the fulfillment of the conditions precedent to the completion of the proposed transaction; disruption of current plans and operations; the outcome of legal proceedings relating 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 protection; global political and economic conditions, including cyclicality in the semiconductor industry and 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 corporate or government policies and measures to protect the health and safety of individuals or government policies or measures to maintain the functioning of national or global economies and markets; and national, regional and global events and trends, including those of a political, economic, business, competitive and regulatory nature.
These risks, as well as other risks associated with the proposed transaction, are contained in the registration statement on Form S-4 and proxy statement/prospectus filed with the Securities and Exchange Commission (“SEC”) in connection with the proposed transaction. Although the list of factors presented herein and the list of factors set forth in the registration statement on Form S-4 are considered representative, no such list should be considered a complete representation of all potential risks and uncertainties. For further information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please see Broadcom’s and VMware’s respective periodic reports and other filings with the SEC, including most reports Risk Factors Identified by Broadcom and VMware Current Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements contained in this release speak only as of the date of this release. 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 invitation
This communication is not intended to be, nor shall it constitute, an offer to buy or sell, nor a solicitation of an offer to buy or sell, any securities, nor a solicitation of votes or approval in any jurisdiction any sale of securities that such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered except by means of a prospectus conforming to the requirements of Section 10 of the US 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, which includes a proxy statement from VMware and also constitutes a prospectus from Broadcom. Both 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 was mailed to VMware shareholders. This document is not a substitute for the proxy statement/prospectus or registration statement or other documents that Broadcom or VMware may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR ADDITIONS TO THESE DOCUMENTS, IF YOU WILL 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 the proxy statement/prospectus and other documents containing important information about Broadcom, VMware and the proposed transaction once such documents are filed with the SEC via the website maintained by the SEC at http:/. back Copies of Broadcom’s SEC filings may be obtained free of charge on Broadcom’s website at https://investors.broadcom.com. Copies of VMware’s SEC filings may be obtained free of charge from VMware’s website at ir.vmware.com.
Contacts:
Broadcom Inc.
Ji Yoo
Broadcom Investor Relations
408-433-8000
[email protected]
(AVGO-Q)
Joele Frank / Arielle Rothstein / Tim Ragones Joele Frank, Wilkinson Brimmer Katche
212-355-4449
VMware, Inc.
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VMware Investor Relations
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