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: March 16, 2023
On March 16, 2023,
Broadcom Inc. published the following post on LinkedIn:
On March 16, 2023,
Broadcom Inc. published the following post on Twitter:
On March 16, 2023,
Broadcom Software Group published the following post on
LinkedIn:
On March 16, 2023,
Broadcom Software Group published the following post on
Twitter:
On March 16, 2023,
Hock Tan, President and CEO of Broadcom Inc., published the
following post on LinkedIn:
[The
text of the article accessible through the link included in the
posts above is reproduced below.]
Coding for the Future of U.S.
National Defense
The rise of software factories across the Department of
Defense illustrates the art of the possible in developing
applications and services across multiple clouds.
Hock
Tan is President and CEO of Broadcom Inc. He also serves as a
member of The President’s National Security and Telecommunications
Advisory Committee.
Since we announced our intent to
acquire VMware last year, customers have expressed to me their
excitement about VMware’s momentum around cloud-native software
applications in its Tanzu business. Tanzu is a central part of
VMware’s software portfolio and its multi-cloud strategy and will
remain that way after Broadcom’s acquisition of VMware
closes.
The future of enterprise IT is
multi-cloud — the ability to distribute applications and services
across a combination of clouds. A combined Broadcom-VMware will
empower customers, including federal government agencies, to
modernize and architect their IT infrastructure with large-scale,
secure, and reliable yet flexible solutions.
The move to multi-cloud is changing
the way modern software applications are designed and built.
Kubernetes clusters, which VMware’s Tanzu business enables, have
become a core component of modern software applications, making
them more resilient, easier to manage, and capable of running in
internal environments and between different clouds. As a result,
government agencies can accelerate the speed and agility of
innovation within their organizations in a multi-cloud
environment.
VMware-enabled
software factories
VMware customers are leveraging Tanzu
to run some of the most mission-critical cloud-native applications
in the world, including applications used by government agencies
that are essential to national security. The battlefields of
tomorrow are digital domains, which means the tools essential to a
country’s national defense have to be both physical and
virtual.
That vision gained significant
momentum in December when the U.S. Department of Defense (DOD)
announced a $9 billion investment in a multi-cloud infrastructure
across all domains and classification levels. Even before this
major move to multi-cloud, VMware’s Tanzu Labs has already been at
work assisting DOD in building its digital defense capabilities by
going cloud-native, engaging in workforce reskilling, and
developing software. VMware Tanzu Labs partners with organizations
worldwide to accelerate the delivery of software and modernize
legacy apps while reducing operating costs and risk, working side
by side with customers to build capabilities, transfer skills and
knowledge, and instill a process that shows immediate and lasting
impact. In a short time, Tanzu Labs has made an immediate and
lasting impact on DOD’s efforts to use all its tools, virtual and
physical, to protect U.S. interests.
That impact began seven years ago in
response to the growing potential of digital confrontations with
adversaries. Tanzu Labs sought to work with DOD to improve speed
and agility in software development, starting with increasing the
digital proficiency of U.S. soldiers and service personnel. With no
existing footprint of tools, practices, or personnel, DOD and Tanzu
Labs were starting from scratch when they first stood up a
VMware-enabled software factory within the U.S. Air Force — and did
it in only 120 days.
Today, the U.S. Air Force Software
Factory is now self-sustaining, employing more than 1,200 people
who build mission-critical systems that will increasingly leverage
a multi-cloud strategy. The DOD has followed suit by standing up
additional software factories within the U.S. Space Force and the
U.S. Army. Tanzu’s methods of enablement helped create a learning
environment within the factories that provide foundational
knowledge to soldiers, airmen, sailors, guardians and government
civilians. The mission objective is self-sustaining factories that
can continuously deliver enterprise-grade software into the hands
of constituents.
Building on VMware
Tanzu’s work with DOD
DOD’s software factories are just
scratching the surface when it comes to cloud-native application
development and the future of virtual national defenses. With its
multi-cloud strategy very much in the initial stages of
development, DOD is building and deploying more modern applications
every year.
Modernizing legacy systems as part of
DOD’s move to multi-cloud is a national security imperative.
Through its partnership with Tanzu Labs, DOD is poised to succeed
by continuing to invest in software factories that build, secure,
and deploy cloud-native applications for its national defense and
warfighting capabilities. It’s a model that is also drawing the
attention of other U.S. government agencies similarly embracing
multi-cloud environments. Upon the close of Broadcom’s acquisition
of VMware, we will remain committed to this partnership with DOD.
We look forward to building similar mission-critical collaborations
across the U.S. government.
Learn more about
Broadcom’s innovations for the federal government
here.
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.