Filed by Broadcom Inc.
Subject Company: VMware, Inc.
In late May we announced our agreement to acquire VMware.
Since that time, we’ve been meeting with many VMware customers and
partners to tell them more about how this combination will deliver
compelling benefits to them. We’ve also kicked off planning efforts
for the post-closing company.
VMware is an iconic software company with a vibrant ecosystem,
including hyperscalers, system integrators and channel partners. We
don’t want to change any of that, and in fact, we want to embrace
those relationships. We have tremendous respect for what VMware has
built, supported by a skilled team of engineering talent. It is for
all these reasons and more that we’ve committed to rebrand Broadcom
Software Group as VMware.
Bringing VMware’s multi-cloud offerings and Broadcom’s
software portfolio together after the deal closes will enable
customers greater choice and flexibility to build, run, manage,
connect and protect traditional and modern applications at scale
across diversified, distributed environments. Simply put, this
combination will help customers better meet the demands of the
incredibly complex IT landscape head on. We share VMware’s
commitment to working in close partnership with customers on joint
engineering and innovation initiatives to drive enhanced value and
The existing Broadcom Software business – including our
portfolio of Value Stream Management, AIOps and Observability,
Cybersecurity, Enterprise Automation and Continuous Delivery
solutions – will be offered alongside the VMware solutions for
cloud infrastructure, modern applications and anywhere workspace
after the deal closes. Following the anticipated rebrand, customers
will have the ability to purchase from the new VMware a broad
portfolio of solutions that help enterprises build, manage and
secure a wide variety of applications – from mainframe to client
server to cloud-native via Kubernetes – and more securely deliver
amazing end user experiences to any device anywhere. All of this
means we will be placing more choice in customers’ hands.
Delivering on this value proposition has never been more
critical, and we recognize that enterprise customers are relying on
both companies for high-performing and ubiquitous access to their
critical applications. We have been listening closely to customer
and partner feedback, and we are committed to getting it
We are approaching the post-closing planning phase of the
transaction process with an open mind, while drawing from the
lessons learned from our previous acquisitions of CA and Symantec
Enterprise. This means that we’ll be working in close coordination
with VMware to learn more about their go-to-market, product
portfolio, approach to innovation, engineering talent, partner
network and, of course, strong customer footprint.
The insights we’re gaining are only strengthening our
confidence in the future of a combined Broadcom Software and
VMware. VMware has great technology and respected products that
will remain a source of significant value to the combined company
going forward after the deal closes. And we recognize the central
role that VMware’s deep customer relationships play in its success.
Broadcom wants to preserve and grow these relationships – we’ll be
investing in both the direct sales force across all key verticals
as well as the partners that support the broader customer
From a product portfolio standpoint, this transaction presents
a tremendous opportunity to advance our mutual focus on innovation.
We recognize that customers value VMware because of its strong
history of innovation and technology leadership. Broadcom also has
a proud track record of significant R&D investment – as a
company, we’ve grown total R&D spending 24x since 2009 – and
this will remain a top priority after the deal closes with VMware
as part of Broadcom. A key pillar of the combined company’s
innovation roadmap will be to retain and support VMware’s
engineering and R&D talent, and we are committed to this effort
as we progress toward closing the transaction and thereafter.
All this said, we are still in the early days of this exciting
journey. We will be carefully evaluating the proposed combined
footprint and operating model of Broadcom Software plus VMware, and
we will be approaching each decision with a commitment to
transparency, innovation, value creation and maintaining the
highest-quality experience for customers and partners. We will
continue to welcome input from VMware leadership, employees,
customers and partners as we plan for this next chapter, and we
look forward to keeping you updated.
Additional Information about the
Transaction and Participants in the Solicitation
Broadcom Inc. (“Broadcom”) intends to file with the SEC a
Registration Statement on Form S-4 that will include a proxy
statement of VMware, Inc. (“VMware”) and that also constitutes a
prospectus of Broadcom, as well as other relevant documents
concerning the proposed transaction. We urge investors to read the
proxy statement/prospectus and any other documents filed with the
SEC in connection with the proposed transaction or incorporated by
reference in the proxy statement/prospectus, if and when they
become available, because they will contain important information.
Investors may obtain these documents free of charge at the SEC’s
web site (www.sec.gov). In addition, 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 will be available free of charge on
VMware’s website at ir.vmware.com. The directors, executive
officers, and certain other members of management and employees of
VMware and Broadcom may be deemed to be participants in the
solicitation of proxies in favor of the proposed transactions.
Information about the directors and executive officers of Broadcom,
including a description of their direct or indirect interests, by
security holdings or otherwise, is set forth in Broadcom’s proxy
statement for its 2022 Annual Meeting of Stockholders, which was
filed with the SEC on February 18, 2022, and Broadcom’s Annual
Report on Form 10-K for the fiscal year ended October 31, 2021,
which was filed with the SEC on December 17, 2021. Information
about the directors and executive officers of VMware, including a
description of their direct or indirect interests, by security
holdings or otherwise, is set forth in VMware’s proxy statement for
its 2022 Annual Meeting of Stockholders, which was filed with the
SEC on May 27, 2022, VMware’s Annual Report on Form 10-K for the
fiscal year ended January 28, 2022, which was filed with the SEC on
March 24, 2022, a Form 8-K filed by VMware on April 22, 2022 and a
Form 8-K filed by VMware on May 2, 2022.