Filed by Broadcom Inc.
pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
under the Securities Exchange Act
of 1934
Subject Company: VMware, Inc.
Commission File No.: 333-266181
Date: November 30, 2022
On November 30,
2022, Broadcom Inc. published the following post on LinkedIn:
On November 30,
2022, Broadcom Inc. published the following post on Twitter:
On November 30,
2022, Broadcom Software Group published the following post on
LinkedIn:
On November 30,
2022, Broadcom Software Group published the following post on
Twitter:
On November 30,
2022, Hock Tan published the following post on LinkedIn:
[The text of the blog
post accessible through
the links included in the posts above is reproduced below.
The blog post is
available on Broadcom Inc.’s “Broadcom Blogs,” Broadcom Software
Group’s “Broadcom Software Blog” and at
reimaginingsoftware.com]
Broadcom and
VMware: Investing for Customer Value
An Update from Hock
Tan, Broadcom President and CEO
In October, I shared my thoughts about what a combined
Broadcom and VMware will mean for customers. I wrote about
the conversations I’ve had to date, the future of multi-cloud,
and our philosophy on pricing, and I reiterated Broadcom’s
commitment to keeping customers at the center of our
business.
Nonetheless, I’ve continued to see questions in press reports
about whether we intend to raise prices on VMware products. The
answer is simple: No.
Given the continued interest, I wanted to expand on my
thoughts about the pending transaction and share more on how
Broadcom will support VMware customers and innovate VMware products
once the transaction closes.
Building on our commitment
It’s important to remember that Broadcom is an
engineering-first company. Our commitment to innovating
leading-edge technology, ensuring successful deployments of our
solutions, and delivering value for our customers is what drives
our growth.
The addition of VMware will further Broadcom’s commitment in
each of these three areas.
Our business model is predicated on adding long-term value to
our products and improving them over time. Following the
transaction’s close, we’re going to focus on making VMware’s
products better for all of our customers, including
enterprise customers who want products that are even easier to use.
And, to be clear, we intend to continue serving customers of all
sizes. VMware has a robust partner ecosystem that we will build
upon to help us serve even the smallest companies. In short, we
plan to take a “no customer left behind” approach.
How will we spur higher growth and drive customers of all
sizes to buy more VMware products than ever before? We’ll do it the
way we’ve always done it: through our laser-focus on execution and
innovation.
Broadcom has the scale and capacity to invest major resources
in R&D innovation and build on VMware’s talented team by
recruiting the best engineers — an advantage that has historically
allowed us to develop better technology and product solutions than
the competition, whether it’s in broadband, ethernet switching, or
endpoint protection.
By investing and innovating in infrastructure software and
VMware’s broad portfolio — including multi-cloud and cloud-native
capabilities — we will bring our customers greater flexibility and
deliver new solutions to help them connect, scale and protect their
IT infrastructure.
Post-close, we intend to apply this formula for success by
investing in and operating VMware with a concerted focus on growth
and innovation, while furthering our track record of delivering
consistent, justifiable value with our fairly priced
solutions.
As we look to our shared future, we know what goes into
successful customer relationships. We also know that if customers
don’t find consistent value in the solutions we deploy, they’ll go
elsewhere.
Don’t just take my word for it. IDC highlighted in a
recent report that
any vendor looking to cultivate successful customer partnerships
has to first offer products, support and services that translate
into real value.
In the report, IDC shared a comment from a CIO of a
large, global financial services company who noted that, “This
acquisition is unique, and it makes sense for [Broadcom and VMware]
to form one organization that can increase productivity and deliver
a more complete customer experience. Together, Broadcom and VMware
will give us [customers] more power to modernize and transform our
IT infrastructure to meet the needs of an ever-evolving world,
ensuring secure, reliable, and flexible, choices.”
This CIO is exactly right. As workloads continue to grow
rapidly across environments and multi-cloud options expand, a
combined Broadcom and VMware will be focused on giving customers
greater choice and flexibility over where and how they run their
critical operations. We will invest in and innovate VMware’s
products to create the next generation of technology that solves
customers’ most complex IT challenges.
Stay updated on the latest news about the transaction. Click
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Cautionary Statement Regarding
Forward-Looking Statements
This communication relates to a
proposed business combination transaction between Broadcom Inc.
(“Broadcom”) and VMware, Inc. (“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 expected future
business and financial performance, the anticipated benefits of the
proposed transaction, the anticipated impact of the proposed
transaction on the combined business, the expected amount and
timing of the synergies from the proposed transaction, and 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 management and current
market trends and conditions.
These forward-looking statements
involve risks and uncertainties that are outside Broadcom’s control
and may cause actual results to differ materially from those
contained in forward-looking statements, including but not limited
to: the effect of the proposed transaction on our ability to
maintain relationships with customers, suppliers and other business
partners or operating results and business; the ability to
implement plans, achieve forecasts and meet other expectations with
respect to the business after the completion of the proposed
transaction and realize expected synergies; business disruption
following 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, including the
ability to secure regulatory approvals on the terms expected, at
all or in a timely manner; significant indebtedness, including
indebtedness incurred in connection with the proposed transaction,
and the need to generate sufficient cash flows to service and repay
such debt; 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.