Three senior VMware Inc. executives are leaving the enterprise software company that Broadcom Inc. wants to acquire for $61 billion, VMware’s leader told staff in a memo on Monday.

VMware Chief Executive Raghu Raghuram said the senior vice presidents of cloud infrastructure, Mark Lohmeyer; applications and management business, Ajay Patel; and networking and advanced security, Tom Gillis, are leaving, according to the memo, which was viewed by The Wall Street Journal.

Broadcom in May said it planned to buy VMware as part of a wider push by the chip company into software. VMware would nearly triple the size of Broadcom’s software division and account for nearly 49% of the company’s revenue. The deal is still awaiting regulatory approval.

"As it happens during such transition, we find some executives decide to move on," according to the internal memo. "All three have held leadership positions over several years and drove much impact across the business."

BROADCOM BUYING VMWARE FOR $61B

A VMware spokeswoman confirmed the departures and said the company had named four executives to replace them.

The U.S.’s Federal Trade Commission has been seeking information from the companies about the combination, according to a previous regulatory filing.

Broadcom is expecting an extended period of reviews of the deal in many jurisdictions across the globe, Chief Executive Hock Tan said in a call with analysts last week, even though it had already received clearance in three countries—Brazil, Canada and South Africa. He said he still expected it to be completed in the company’s 2023 fiscal year, which runs through next October.

Broadcom, with an extensive record of acquisitions, is no stranger to scrutiny of its deals, including on national-security grounds. The company, which was based in Singapore before relocating to the U.S. in 2018, had its $117 billion hostile bid for mobile-phone chip maker Qualcomm Inc. halted by former President Donald Trump over concerns about the implications for the U.S.’s technological face-off with China.

Mr. Tan has a history of finding companies with deep links into large corporations’ information-technology setups that would be difficult for them to abandon. The company then cuts costs and gets the most out of their products by "cross-selling and upselling" them, as Broadcom’s head of software, Tom Krause, described the strategy in November of last year.

THOMA BRAVO TO TAKE COUPA SOFTWARE PRIVATE IN $8B DEAL

VMware signaled the departures aren’t expected to affect its operations. The memo pointed to the company’s strong and seasoned set of senior executives who are ready to step into the roles as well as broader efforts to reorient its business. VMware is "preparing to enter the next phase of growth and evolution as a division of Broadcom during 2023," Mr. Raghuram wrote.

Broadcom shares were up 2.2% in Monday trading, with VMware’s stock climbed 1.4%.

Regulators in Washington have taken an increasingly hard line on tech mergers. The FTC last week sued Microsoft Corp. over its planned purchase of videogame maker Activision Blizzard Inc. Chip supplier Nvidia Corp. in February called off its deal to buy British chip-design specialist Arm amid regulatory concerns. The FTC on Thursday also asked a judge to halt Meta Platforms Inc.’s planned acquisition of a virtual-reality startup.

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Broadcom has said it is paying in half cash and half stock and would assume $8 billion of VMware’s debt. The deal, if completed, would be one of the tech industry’s largest ever. Broadcom would owe a termination fee of $1.5 billion if the deal falls apart.

Asa Fitch contributed to this article.

Saitech Inc, is VMware Advanced Level Virtualization Solution Provider serving our esteemed SLED Clients nationwide.

By Hock Tan, Broadcom President & 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.

Innovating for Success

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.

Greater Customer Choice

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 latest 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 provide 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.

To stay updated on the news about the transaction, click 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 consummation 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 consummate 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 latest 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’s stockholders. 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.

Participants in the Solicitation

Broadcom, VMware and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.  Information about the directors and executive officers of Broadcom, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Broadcom’s proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on February 18, 2022, and Broadcom’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021, which was filed with the SEC on December 17, 2021.  Information about the directors and executive officers of VMware, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in VMware’s proxy statement for its 2022 Annual Meeting of Stockholders, which was filed with the SEC on May 27, 2022, VMware’s Annual Report on Form 10-K for the fiscal year ended January 28, 2022, which was filed with the SEC on March 24, 2022, a Form 8-K filed by VMware on April 22, 2022 and a Form 8-K filed by VMware on May 2, 2022.  Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, are or will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available.  Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions.  You may obtain free copies of these documents from Broadcom or VMware using the sources indicated above.

About Hock Tan:

Broadcom Software

Hock Tan is Broadcom President, Chief Executive Officer and Director. He has held this position since March 2006. From September 2005 to January 2008, he served as chairman of the board of Integrated Device Technology. Prior to becoming chairman of IDT, Mr. Tan was the President and Chief Executive Officer of Integrated Circuit Systems from June 1999 to September 2005. Prior to ICS, Mr. Tan was Vice President of Finance with Commodore International from 1992 to 1994, and previously held senior management positions with PepsiCo and General Motors. Mr. Tan served as managing director of Pacven Investment, a venture capital fund in Singapore from 1988 to 1992, and served as managing director for Hume Industries in Malaysia from 1983 to 1988.

VMware today announced the launch of Fusion 13, the latest major update to the Fusion virtualization software. For those unfamiliar with Fusion, it is designed to allow Mac users to operate virtual machines to run non-macOS operating systems like Windows 11.

Fusion 13 Pro and Fusion 13 Player are compatible with both Intel Macs and Apple silicon Macs equipped with M-series chips, offering native support. VMware has been testing Apple silicon support for several months now ahead of the launch of the latest version of Fusion.

With Fusion 13, Intel and Apple silicon Mac users can access Windows 11 virtual machines. Intel Macs offer full support for Windows 11, while on Apple silicon, VMware says there is a first round of features for Windows 11 on Arm.

VMware Tools provides virtual graphics and networking, and more is still to come. With certified and signed drivers Windows 11 looks fantastic, and adjust the resolution to 4K and beyond! Note that Fusion on Apple Silicon must run the Arm variant of Windows 11, and it does not support the x86/Intel version of Windows.

Users who need to run traditional win32 and x64 apps can do so through built-in emulation.

Fusion 13 also includes a TPM 2.0 virtual device that can be added to any VM, storing contents in an encrypted section of the virtual machine files and offering hardware-tpm functionality parity. To support this feature, Fusion 13 uses a fast encryption type that encrypts only the parts of the VM necessary to support the TPM device for performance and security.

The software supports OpenGL 4.3 in Windows and Linux VMs on Intel and in Linux VMs on Apple silicon.

Fusion 13 Player is free for personal use, and commercial licenses for both versions are available at a 30 percent discount to celebrate the launch. VMware Fusion 13 Player is priced at $104.30, and VMware Fusion Pro is priced at $139.30. Upgrades from prior versions are also available at a lower cost.

The UK’s Competition and Markets Authority (CMA) is investigating the anticipated $61 billion (€57bn) acquisition by semiconductor and infrastructure software solutions specialist Broadcom of enterprise software provider VMWare.

The CMA is considering whether it is or may be the case that this transaction, if carried into effect, will result in the creation of a relevant merger situation under the merger provisions of the Enterprise Act 2002 and, if so, whether the creation of that situation may be expected to result in a substantial lessening of competition within any market or markets in the UK for goods or services.

The CMA is inviting comments from any interested party by December 6th 2022.

NEW YORK & LONDON & HONG KONG, December 07, 2022--(BUSINESS WIRE)--Options Technology, the leading Capital Markets services provider, today announced the achievement of VMware Cloud Verified status in MTL4 Montreal.

The accomplishment follows the VMware Cloud Provider Principal Partner Status awarded to the firm last year alongside their s Cloud Verified status at TR2, NJ2, PRDC, LHC, LD4 and NY5 sites.

Cloud Verification assures that a partner is validated to expertly deliver cloud Infrastructure-as-a-Service across VMware’s best-in-class network, storage, and compute solutions to meet specific individual client needs.

It enables customers to achieve unmatched consistency, performance, and interoperability for traditional and containerised enterprise applications using the most advanced VMware cloud technologies.

Options President and CEO Danny Moore said, "As the industry’s partner of choice for Cloud IaaS, our focus is to provide clients with robust and resilient ultra-low latency connectivity and hosting services within a fully compliant infrastructure.

We have worked closely with VMware to develop our availability across Canada and are proud to further expand our Verified partner status in Montreal. Coupled with our extensive infrastructure upgrades and high-capacity links across the region, today’s news demonstrates how our partnership continues to enable service excellence, capability and choice for our customers across the capital markets."

This announcement comes as the latest in a series of strategic announcements for Options, including its tenth Microsoft Gold Partner status, its partnership with on-demand market data provider QUODD, hosting capabilities in Aruba IT3 Bergamo, and the launch of its Quantify and Data Store products.

In 2019, Options received investment from Boston-based Private Equity Firm Abry Partners. This investment has enabled Options to accelerate its growth strategy and develop its technology platform while expanding its global reach in key financial centres.

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About Options (www.options-it.com):

Options Technology is the No. 1 provider of IT infrastructure to global Capital Markets firms, supporting their operations and ecosystems.

Founded in 1993, the firm began life as a hedge fund technology services provider. Today, the company provides high-performance managed trading infrastructure and cloud-enabled managed services to over 550 firms globally, providing an agile, scalable platform in an Investment Bank-grade Cybersecurity wrapper.

Options clients include the leading global investment banks, hedge funds, funds of funds, proprietary trading firms, market makers, broker/dealers, private equity houses, and exchanges. With offices in 9 key cities; New York, Toronto, Chicago, London, Belfast, Hong Kong, Singapore, Tokyo and Auckland, Options are well placed to service its customers on-site and remotely.

In 2019, Options secured a significant growth investment from Abry Partners, a Boston-based sector-focused private equity firm. This investment has enabled Options to considerably accelerate its growth strategy to invest further in its technology platform and expand its reach in key financial centres globally.

Options has been named among the UK’s leading growth companies in the 2021, 2020, 2019, 2018, and 2017 Sunday Times HSBC International Track 200 league table.

For more on Options, please visit www.options-it.com, follow us on Twitter at @Options_IT, and visit our LinkedIn page.

About Abry Partners (www.abry.com)

Abry is one of the most experienced and successful sector-focused private equity investment firms in North America. Since its founding in 1989, the firm has completed over $82 billion of leveraged transactions and other private equity or preferred equity placements. Currently, the firm manages over $5.0 billion of capital across their active funds.

View source version on businesswire.com: https://www.businesswire.com/news/home/20221207005481/en/

Contacts

For further information, please contact:
Press Contact: Niall McAleer
Email: niall.mcaleer@options-it.com