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: January 9, 2023
[The following is a blog post
posted on January 9, 2023 on both Broadcom Inc.’s “Broadcom Blogs”
and Broadcom Software Group’s “Broadcom Software
Blog”]
Helping the Federal
Government Navigate Its Multi-Cloud Future
Broadcom positioned
to support successful missions from the start
Federal government agencies in the United States must navigate
a number of considerations when evaluating solutions from cloud
service providers. At Broadcom, we also understand the importance
of choice and flexibility when making strategic cloud investments
that won’t disrupt the mission-critical daily operations of these
agencies. With a solid federal footprint, leading solutions and
customer-first reputation, Broadcom has a proven track record of
supporting successful cloud transformation missions across critical
defense operations and government service delivery.
Federal leaders — from members of Congress to executive agency
chief information officers (CIOs) — are continuing to modernize
their information technology (IT) infrastructures and recognizing
there is no “one-size-fits-all” public cloud. As a result, the move
toward multi-cloud architectures to serve agency missions is a
central part of federal IT modernization, as the Pentagon’s recent
$9 billion multi-cloud contract award to Microsoft, Google, Oracle,
and Amazon clearly demonstrates.
As a long-term supplier to the U.S. government, including
customers related to our national security, Broadcom is committed
to serving the federal market. And, following the close of our
pending acquisition of VMware, we will continue to support national
IT modernization objectives while delivering even more flexibility,
simplicity and choice to the growing number of federal agencies
that are fully embracing multi-cloud architectures.
Simplifying Challenges
Cloud computing is not without challenges. Cloud platforms
have the incentive to lock customers into their own public cloud.
Federal customers often receive large invoices from public cloud
companies at the end of the year that contain overages and hidden
charges, which inevitably forces difficult (and sometimes
avoidable) discussions.
Multi-cloud, however, is not just mission-effective, but
cost-effective as well, allowing federal agencies the freedom to
shop around to determine the best and most transparent fit for
their own environments. Critically, VMware’s leading platform
allows enterprises that flexibility to modernize applications,
manage software and services, and secure data, whether it be
on-premises, public clouds, private clouds, or hybrid
workspaces.
Following the transaction close, solutions from the combined
Broadcom and VMware will enable customers to create the multi-cloud
environment they want — across public clouds, data centers and the
edge — all while increasing choice and reducing risks around
lock-in, control over data, critical operations, and rising costs.
We expect this stronger multi-cloud capability to enhance Broadcom
solutions across our mission-critical software portfolio, which
today already supports some of the most complex hybrid environments
for a vast number of federal agencies.
The Future of Cloud
Even amid further modernization, it is clear many federal
agencies intend to keep some form of on-premises computing. This
means future IT and data management models will take a hybrid
approach. Deloitte predicts that within five years more than 40
percent of organizations' workloads will run in the public cloud,
leaving the remainder either on premises, private cloud, or some
hybrid computing environment.
Regardless of an agency’s desired approach, solutions fueled
by the proposed Broadcom-VMware combination will allow customers to
operate securely, efficiently and cost-effectively in any
multi-cloud environment, including by creating private clouds and
switching between public cloud vendors at will. This choice gives
customers real options on the best ways to store, manage and secure
their data, which means federal agencies won’t be penalized for
deciding to use the public cloud or limited in the choices that are
best for their organizations.
The Multi-Cloud Ecosystem
President and CEO of Broadcom Hock Tan previously shared that
the current and future priorities of Broadcom customers in the
U.S., UK, Germany and France included a heavy focus on multi-cloud.
He explained that Broadcom has long “recognized that the future of
enterprise IT is multi-cloud — the ability to distribute
applications and services across a combination of clouds. It’s one
of the many reasons Broadcom solutions complement what VMware does
in the multi-cloud space across private, public, edge and sovereign
clouds today.” This feedback from customers around the world about
what they’re focusing on also applies to the increased importance
of the multi-cloud ecosystem for federal agencies here in the
United States.
As an engineering-first company, Broadcom is committed to
innovating leading-edge technology, ensuring successful deployments
of our solutions, and delivering value for our customers to drive
growth. Our business model is predicated on adding long-term value
and improving our products over time. We realize the value of a
multi-cloud strategy as part of the overall effort to modernize the
federal IT infrastructure. A stronger VMware, backed by Broadcom,
means that our customers in the federal space can deliver on this
multi-cloud mission successfully while also enjoying the
world-class security that will enable them to accelerate innovation
for all their applications.
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.