Receives final regulatory approval for transaction
SAN JOSE, CA and PALO ALTO, CA, 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 received legal approval for merger in Australia, Brazil, Canada, China, European Union, Israel, Japan, South Africa, South Korea, Taiwan, United Kingdom , as well as foreign investment control authorization in all necessary jurisdictions. There are no legal impediments to closing under U.S. merger regulations.
Broadcom Inc. (NASDAQ: AVGO), a Delaware corporation 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 industry-leading product portfolio serves critical markets including data centers, networking, enterprise software, broadband, wireless, storage and industrial. Our solutions include data center networking and storage software, enterprise, mainframe and cybersecurity software focused on automation, monitoring and security, smartphone components, telecommunications and factory automation.
VMware is a leading provider of multi-cloud services for all applications, enabling digital innovation with enterprise control. As a trusted foundation for accelerating innovation, VMware software provides businesses with the flexibility and choice they need to build for 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.
Caution Regarding Forward-Looking Statements
This communication concerns a proposed business combination transaction between Broadcom and VMware. This communication includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These forward-looking statements include, but are not limited to, statements regarding the expected closing date of the proposed transaction. These forward-looking statements are identified by words such as “will”, “expects”, “believes”, “anticipates”, “estimates”, “should”, “intends”, “plans”, ” potential,” “predicts,” “project,” “objective” and similar words or expressions. These forward-looking statements are based on the current expectations and beliefs of Broadcom and VMware management as well as current market trends and conditions .
These forward-looking statements involve risks and uncertainties that are beyond the control of Broadcom and VMware and may cause actual results to differ materially from those contained in the forward-looking statements, including, but not limited to: business interruption as a result of the announcement and closing of the proposed transaction. ; difficulties in retaining and hiring key personnel and employees as a result of the proposed transaction and business combination; diversion of management time on transaction-related matters; satisfaction 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 consummate the proposed transaction in a timely manner or at all; the ability to successfully integrate VMware operations; cyberattacks, information security and data privacy; global political and economic conditions, including the cyclicality of the semiconductor industry and other target markets of Broadcom, rising interest rates, the impact of inflation and challenges in the manufacturing sector and in the global supply chain; the impact of public health crises, such as pandemics (including COVID-19) and epidemics
and any company or government policies and actions intended to protect the health and safety of individuals or any government policies or actions intended 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 and other risks relating to the proposed transaction are included in the registration statement on Form S-4 and the proxy statement/prospectus that has been filed with the Securities and Exchange Commission (“SEC “) in the project context. transaction. Although the list of factors presented here and the list of factors presented in the registration statement on Form S-4 are considered representative, neither list should be considered a complete statement of all potential risks and uncertainties . For information on 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 risk factors identified in major Broadcom and VMware reports. 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 constitute and does not constitute an offer to buy or sell or a solicitation of an offer to buy or sell any securities, nor a solicitation for any vote or approval, and it does not There will be no sale of securities in any jurisdiction in the country. 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 will 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 which includes a proxy statement of VMware and which also constitutes a prospectus of Broadcom. 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 any other document 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, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHICH MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO. DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the registration statement, proxy statement/prospectus and other documents containing important information about Broadcom, VMware and the proposed transaction once such documents are filed with of the SEC via the website maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Broadcom 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 on VMware’s website at ir.vmware.com.
Broadcom Investor Relations
Joele Frank / Arielle Rothstein / Tim Ragones Joele Frank, Wilkinson Brimmer Katche
VMware Investor Relations
VMware Global Public Relations