Announcement • Nov 23

Broadcom Inc. (NasdaqGS:AVGO) completed the acquisition of VMware, Inc. (NYSE:VMW) from Michael S. Dell, Dodge & Cox, Silver Lake Management, L.L.C., Silver Lake Partners V DE (AIV), L.P., SL SPV-2, L.P. and others.

Broadcom Inc. (NasdaqGS:AVGO) agreed to acquire VMware, Inc. (NYSE:VMW) from Michael S. Dell, Dodge & Cox, Silver Lake Management, L.L.C., Silver Lake Partners V DE (AIV), L.P., SL SPV-2, L.P. and others for approximately $61.2 billion on May 26, 2022. As per the terms of the transaction, VMware shareholders will elect to receive either $142.50 in cash or 0.2520 shares of Broadcom common stock for each VMware share. In addition, Broadcom will assume $8 billion of VMware net debt. The shareholder election will be subject to proration, resulting in approximately 50% of VMware’s shares being exchanged for cash consideration and 50% being exchanged for Broadcom common stock. As of October 23, 2023, according to the final results of the merger consideration election, VMware stockholders of record of approximately 96% of the outstanding shares of VMware common stock elected to receive the stock consideration and in accordance (i) approximately 52.1% of outstanding shares of VMware common stock will be converted into the right to receive 0.2520 of a share of Broadcom common stock per share, (ii) approximately 47.9% of outstanding shares of VMware common stock will be converted into the right to receive $142.50 in cash per share of VMware common stock and VMware stockholders of record of approximately 4% of the outstanding shares of VMware common stock elected to receive the cash consideration. Each such VMware stockholder will be entitled to receive $142.50 in cash per share of VMware common stock. Upon closing of the transaction, based on the outstanding shares of each company as of the date hereof, current Broadcom shareholders will own approximately 88% stake and current VMware shareholders will own approximately 12% stake of the combined company on a fully diluted basis. Broadcom obtained commitments from a consortium of banks for $32 billion in new, fully committed debt financing. As of August 15, 2023, Broadcom entered into a Credit Agreement which provides Broadcom with the ability to borrow up to $28.4 billion of unsecured term loan commitments to finance the transaction and Broadcom terminated all commitments obtained from financial institutions for a $32 billion senior unsecured bridge facility. The agreement provides for a “go-shop” provision under which VMware and its Board of Directors may actively solicit, receive, evaluate and potentially enter negotiations with parties that offer alternative proposals expiring on July 5, 2022. Following the closing of the transaction, the Broadcom Software Group will rebrand and operate as VMware. The transaction is subject to the receipt of regulatory approvals, approval by VMware shareholders, authorization for listing additional shares of Broadcom common stock on Nasdaq, effectiveness of Form S4 and any waiting period applicable under the HSR Act shall have expired or been terminated. The transaction has been unanimously approved by the board of directors of both companies. As of May 26, 2022, Broadcom and Michael S. Dell entered into a voting agreement under which the Dell Stockholders agreed to vote all of their shares of VMware Common Stock in favor of the adoption of the Merger Agreement. As of July 6, 2022, the 40-day “go-shop” period provided for under the terms of the merger agreement expired. In the US, the Federal Trade Commission has been reviewing the transaction on a "second request" review of the deal. As of November 4, 2022, the transaction was approved by the shareholders of VMware at its Special Meeting of shareholders. As of November 21, 2022, the Competition and Markets Authority (CMA) is inviting comments from interested parties by December 6, 2022, to help it with an assessment on whether to formally launch an investigation into the deal. As of December 20, 2022, the European Commission has launched an in-depth probe into the transaction. The proposed transaction was notified to the Commission on November 15, 2022. The Commission now has 90 working days, until May 11, 2023, to take a decision. The CMA announced the launch of its merger inquiry by notice to the Parties on January 25, 2023 and has a deadline of March 22, 2023 for its phase 1 decision. As of February 17, 2023, VMware and Broadcom each delivered a mutual notice to extend the Outside Date to May 26, 2023. As of March 14, 2023, the European Commission has extended by 10 working days its in-depth probe into the transaction. The revised provisional deadline for a ruling on the transaction is now set for June 21, 2023. On March 22, 2023, the CMA decided that the following Merger has resulted or may result in substantial lessening of competition within the United Kingdom market. The CMA has therefore decided to refer this Merger for a phase 2 investigation. As of March 29, 2023, Britain's Competition and Markets Authority said that Broadcom had declined to offer any undertakings in the five-day period after it published its concerns, and it would therefore proceed to an in-depth inquiry, which can take up to six months. The regulator appointed an inquiry group on March 29, 2023 that will take a "deeper" look into the deal. As of April 12, 2023, the European Commission said the proposed takeover by Broadcom of VMware could restrict competition in the market. The commission informed Broadcom of its preliminary view, which is the result of an in-depth investigation. The Commission now has until June 21, 2023 to take a final decision. As of July 12, 2023, Broadcom has received regulatory approval as well as approval from European Commission, legal merger clearance in Australia, Brazil, Canada, South Africa, and Taiwan, and foreign investment control clearance. As of October 30, 2023, the transaction has received legal clearance in Israel, Japan, South Korea, the United Kingdom, and foreign investment control clearance in all necessary jurisdictions. The transaction is expected to close in its fiscal year 2023. Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as financial advisors to Broadcom. David C. Karp, Ronald C. Chen and Viktor Sapezhnikov of Wachtell, Lipton, Rosen & Katz and Adit Khorana, Andrew Dolak, Greta Lichtenbaum, Scott Pink, Kirk Dungca, Tom Oslovar, David Ribner and Clarence Rowland of O’Melveny & Myers LLP are acting as legal counsel to Broadcom, and Cleary Gottlieb Steen & Hamilton LLP is serving as regulatory counsel. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisors and fairness opinion providers to VMware, and Barbara L. Becker, Saee Muzumdar and Andrew Kaplan of Gibson, Dunn & Crutcher LLP is serving as legal counsel. Michael Diz, Jennifer Chu and William Regner of Debevoise & Plimpton LLP acted as the legal advisor to JP Morgan. Bill Hartnett, Sean Davis and Dan Anderson of Cahill Gordon & Reindel LLP advised the financing sources in the transaction. Atif Azher, Bill Dougherty, Naveed Anwar, Drew Purcell, Russell Light, Ken Wallach, Hui Lin, Tristan Brown, Lori Lesser, Jennifer Nadborny, Sara Razi and Kelly Karapetyan of Simpson Thacher & Bartlett LLP acted as legal advisor to Silver Lake. American Stock Transfer & Trust Company, LLC served as transfer agent to VMware and Broadcom. VMware has engaged D.F. King to assist in the solicitation of proxies for the special meeting. VMware estimates that it will pay D.F. King a fee of approximately $17,500 for its services. VMware has agreed to pay J.P. Morgan a fee approximately $45 million which is payable to J.P. Morgan upon the closing of the transaction, $5 million of which was earned by J.P. Morgan upon delivery of its opinion. VMware has agreed to pay Goldman Sachs a fee of approximately $45 million, all of which is contingent upon consummation of the transaction. Roger V. Abbott, Alfred M. Wurglitz and C. Peter Dungan of Miles & Stockbridge P.C. acted as legal advisors to Broadcom. Broadcom Inc. (NasdaqGS:AVGO) completed the acquisition of VMware, Inc. (NYSE:VMW) from Michael S. Dell, Dodge & Cox, Silver Lake Management, L.L.C., Silver Lake Partners V DE (AIV), L.P., SL SPV-2, L.P. and others on November 22, 2023. VMware’s common stock will now cease to be traded on the New York Stock Exchange (NYSE).

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Broadcom Inc. (NasdaqGS:AVGO) completed the acquisition of VMware, Inc. (NYSE:VMW) from Michael S. Dell, Dodge & Cox, Silver Lake Management, L.L.C., Silver Lake Partners V DE (AIV), L.P., SL SPV-2, L.P. and others.

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