Continues to Expect Transaction Will Close on
Schedule
SAN
JOSE, Calif., Aug. 21,
2023 /PRNewswire/ -- Broadcom Inc. (NASDAQ: AVGO), a
global technology leader that designs, develops and supplies
semiconductor and infrastructure software solutions, today affirmed
its expectation that its acquisition of VMware, Inc. (NYSE: VMW)
will close on October 30, 2023, and
provided an update on its progress with various regulatory
agencies.
On August 21, 2023, Broadcom
received final transaction approval from the United Kingdom's Competition and Markets
Authority. This follows legal merger clearance in the European
Union, as well as in Australia,
Brazil, Canada, Israel, South
Africa, and Taiwan, and
foreign investment control clearance in all necessary
jurisdictions. In the U.S., the Hart-Scott-Rodino pre-merger
waiting periods have expired, and there is no legal impediment to
closing under U.S. merger regulations.
Broadcom continues to work constructively with regulators in
other jurisdictions and is in the advanced stages of the process
toward obtaining the remaining required regulatory approvals, which
Broadcom believes will be received before October 30, 2023. Accordingly, together with
VMware, Broadcom has agreed to further extend the Outside Date as
contemplated in the transaction agreement, as will be further
described in a Form 8-K to be filed by VMware with the U.S.
Securities and Exchange Commission.
Broadcom is confident that the combination with VMware will
enhance competition in the cloud and benefit enterprise customers
by giving them more choice and control over where they locate their
workloads.
About Broadcom Inc.
Broadcom Inc. (NASDAQ: AVGO), a
Delaware corporation headquartered
in San Jose, CA, is a global
technology leader that designs, develops and supplies a broad range
of semiconductor and infrastructure software solutions. Broadcom's
category-leading product portfolio serves critical markets
including data center, networking, enterprise software, broadband,
wireless, storage and industrial. Our solutions include data center
networking and storage, enterprise, mainframe and cybersecurity
software focused on automation, monitoring and security, smartphone
components, telecoms and factory automation. For more information,
go to https://www.broadcom.com.
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.
Contact:
Ji Yoo
Broadcom Inc.
Investor Relations
408-433-8000
investor.relations@broadcom.com
(AVGO-Q)
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SOURCE Broadcom Inc.