Vmware Signs Agreement to Acquire Pivotal

Congratulations to my former colleagues at @pivotal and @vmwarenews, this will be a great combination t.co/52KyXlPsmZ contactsMichael ThackerVMware Global PRmthacker@vmware.com650-427-4454 In fact, VMware and Pivotal were part of the consortium of companies that Dell acquired for $67 billion when it acquired EMC in 2015. While both were part of EMC and then Dell, the two worked separately and independently. At the time of the sale to Dell, Pivotal was considered a key piece that could stand on its own. Paul ZiotsVMware investor Relationspziots@vmware.com 1-650-427-3267 VMware and Carbon Black announced that the companies have entered into a definitive agreement under which VMware will acquire Carbon Black in a cash transaction for $26 per share, representing an enterprise value of $2.1 billion. The acquisition is designed to enable VMware to provide a highly differentiated intrinsically safe cloud that better protects enterprise workloads and customers through big data, behavioral analytics, and AI. About Pivotal Pivotal combines our cloud-native platform, development tools, and unique methodology to help the world`s largest companies transform the way they build and run their most critical software applications. Our technology is used by Global 2000 companies to gain strategic advantages in software development and IT operations. For more information, see pivotal.io. Yesterday, after much speculation, VMware also announced the acquisition of Pivotal Software, a cloud-native platform provider, for an enterprise value of $2.7 billion.

Dell Technologies is a key player in both companies. Transaction DetailsIn connection with the transaction, Class A common shareholders of Pivotal will receive $15.00 per share in cash for each share held, and Dell Technologies, a Class B common shareholder of Pivotal, will receive approximately 7.2 million Class B common shares of VMware at an exchange ratio of 0.0550 Class B common shares of VMware for each Class B common share of Pivotal. This transaction results in a total expected net cash payment for VMware of $0.8 billion. The impact of the shares issued to Dell Technologies would increase the Company`s interest in VMware by approximately 0.34 percentage points to 81.09%, based on the shares currently outstanding. VMware currently owns 15% of the outstanding fully diluted shares of Pivotal. The transaction is expected to be funded by cash on the balance sheet, access to short-term lending capacity and approximately 7.2 million Class B common shares of VMware to Dell. Closing of the transaction is subject to customary closing conditions, including approval of the merger agreement by the holders of at least a majority of the outstanding common shares of Pivotal that are not held by VMware or Dell Technologies or their affiliates (a „majority vote“) and is expected by VMware in the second half of fiscal 2020. which ends on January 31, 2020. Pivotal, Investor Relations: press@pivotal hcorcos@pivotal.io About VMware VMware Software supports the world`s complex digital infrastructure. The company`s cloud, networking, security, and digital workspace offerings provide customers around the world with a dynamic and efficient digital foundation, backed by a broad ecosystem of partners. Headquartered in Palo Alto, California, VMware is committed to being a force for good, from groundbreaking innovations to global impact. For more information, see www.vmware.com/company.html.

Read more: VMware`s plan to acquire Pivotal Software reflects an increase in Pivotal shares I can`t wait to see where @pivotal around #Kubernetes innovates. Contacts Eloy OntiverosVMware Global Communicationseontiveros@vmware.com1-650-427-6145 Investor Conference Call The Company will hold a previously announced conference call today at 1:30 p.m .m p.m. PT/4:30 p.m. . . . m ET to review financial results, discuss the proposed transaction and discuss business prospects. A live webcast of the event will be available on the VMware Investor Relations website at ir.vmware.com. Slides accompany the web transmission. The recording of the webcast and slides will be available on the website for two months. In addition, alongside the conference call, six quarters of historical unearned revenue data will also be provided on ir.vmware.com. Yesterday, VMware announced in a press release that it has reached a final agreement to acquire Carbon Black, a cloud-native developer of endpoint security software.

The agreement states that „VMware will acquire Carbon Black in a cash transaction for $26 per share, representing an enterprise value of $2.1 billion.“ In addition, Pivotal shareholders may obtain free copies of documents filed with the SEC through the Investors section of Pivotal`s website at www.pivotal.io/investors or by contacting Pivotal`s Investor Relations Department by email at ir@pivotal.io. PALO ALTO, Calif., Aug. 22, 2019 (GLOBE NEWSWIRE) — VMware, Inc. (NYSE: VMW), a leading innovator in enterprise software, and Pivotal Software, Inc. (NYSE: PVTL), a leading provider of cloud-native platforms, today announced that the companies have entered into a definitive agreement under which VMware Pivotal at a mixed price per share of $11.71, consisting of $15 per share in cash to Class A shareholders, and the exchange of Class B common shares of VMware for Class B common shares, held by Dell Technologies. to an exchange ratio of 0.0550 VMware Class B shares for each Class B share of Pivotal. Overall, the consideration for the merger represents an enterprise value of $2.7 billion for Pivotal. The Board of Directors of VMware and Pivotal approved this transaction in accordance with the recommendations of special committees composed of independent directors of each company. Once the transaction is complete, VMware will be able to provide the most comprehensive enterprise Kubernetes portfolio for modern applications. VMware and Pivotal announced the acquisition agreement on August 22. At the same time, VMware announced it would acquire cybersecurity technology developer Carbon Black for $26 per share, bringing the deal`s value to $2.1 billion.

This acquisition was completed on October 8. VMware and Pivotal go back a long way. Both companies were part of the consortium of companies that Dell acquired when it acquired EMC in 2015. Dell acquired EMC for $67 billion when VMware and Pivotal were part of the company but operated independently. When Dell acquired EMC, Pivotal was seen as a key component, a stable company that could fend for itself. But VMware and Pivotal have a different, even stronger connection. Pivotal was created to provide EMC, VMware, and GE (each holding a 10% stake in Pivotal for a period of time) with a separate company to support transformation initiatives. „I am pleased to announce that Ray O`Farrell is the leader of VMware`s new Modern Applications Platform business unit, which brings together the Pivotal and VMware Cloud Native Applications teams,“ said Pat Gelsinger, CEO of VMware.

„And now that Pivotal is part of VMware, I want to thank pivotal`s leadership team for building a great company. Together, we are poised to be the primary facilitator of Kubernetes with a deep understanding of operators and developers. Until closing, Pivotal Software was listed on the New York Stock Exchange. The acquisition is now complete and Pivotal is VMware`s new wholly-owned subsidiary. VMware intends to leverage Carbon Black`s big data and behavioral analytics to provide customers with advanced threat detection and behavioral insights to defend against experienced attacks. Therefore, they strive to protect customers through big data, behavioral analytics, and AI. .

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