Nice premium on stock price. And will take a while. But here we go!!!
Here's the note from the CEO
As you all know, our VMware Board and our management team are just as passionate as I am about the multi-cloud future. Together with all of you, we have focused on building our future as a successful, standalone company. We believe we are well-positioned and making the right moves to drive our long-term growth.
So, why the change in strategy?
Every Board of Directors that serves a public company is required to do what’s best for their shareholders at all times. Earlier this month, our Board received an unsolicited offer from Broadcom to acquire VMware for a combination of cash and stock, with shareholders having the right to elect either $142.50 in cash per share or 0.2520 Broadcom shares. The value offered by Broadcom to our shareholders is nearly a 50% premium over our company value at the time of the offer. The offer includes Broadcom stock, which has a strong history of appreciation and steady dividends. In summary, our Board concluded that this is a superior way to increase value for our shareholders, especially in today’s uncertain economic climate.
So today, our Board voted to accept the offer, pending closing conditions and a final shareholder vote. The transaction is expected to take 6-12 months to close.
This offer is strong market validation of the value that we have built together. If you do the math, the numbers say we are worth $70B, making us one of the largest software companies in the world. As impressive as that is, the math and the numbers do not truly tell the story of what we do and our impact around the globe. It does not begin to capture the amazing value we deliver for our customers and their end customers.
Let me put that value in everyday terms. Today, your software enables hospitals and doctors to treat their patients faster and more effectively. Your software allows airlines to operate without disruptions. Many banks are able to trade and accept deposits only because the software you created is running flawlessly. Universities, retail stores, auto manufacturers, sports leagues, cruise ships, telecommunications companies, government agencies, non-profits and others – they all depend on our software to keep them stable and secure. Your innovation powers every sector of the economy. That is how valuable and essential we are.
But your impact goes beyond economics. Our citizen philanthropy reaches and touches citizens across the world. Our community, culture and EPIC2 values are admired across the industry. We have also saved the planet over 1.2B tons of carbon emissions. The purpose of every business is to create value in this world. By that measure, the amount of value we have created is not just $70B, it is truly priceless. So whatever measure the capital markets allocate to your work, know that it is undervalued relative to what we have created at this company for over 24 years. My heartfelt appreciation for every one of you – and for the amazing contributions you continue to make. This is something I think about and feel every day. This is the amazing company that Broadcom will acquire.
Many of you might have a perception that Broadcom is focused on maximizing financial metrics rather than maximizing innovation. This is inaccurate. Broadcom has a history of performing well on both counts. In fact, over their lifetime the company’s investment in R&D has consistently outpaced their revenue.
Some of you may know Broadcom as the chip company, which has a tradition of networking innovation and engineering excellence. Broadcom is now acquiring VMware to achieve a similar vision of innovation and engineering excellence in software. In general, this will be a new and different kind of software acquisition for Broadcom: that, upon close, will be a new platform that will transform their position in the industry. In fact, after close, VMware will become their software brand, and their existing software products will be merged into our portfolio. Hock Tan, Broadcom’s CEO, has great respect for VMware’s R&D engine and our Go-To-Market model, and is committed to cultivating a shared culture of innovation.
This acquisition is large and complex. We expect it will take many months to close. We will operate as One VMware during this time. On a day-day basis, very little will change. Our product plans and our work with customers will proceed as usual. We will continue to execute against our strategy. I would encourage all of us to be patient and stay focused on our daily work. Over the course of the next several months, you will get a chance to understand Broadcom’s strategy, priorities, culture, and operating model.
As with any public-company M&A, other bidders might express an interest in VMware before this acquisition is complete. The Board will confidentially evaluate any opportunity that may arise, but their goal is always to find the outcome that best serves our shareholders.
Keep in mind that today’s announcement is just the first step. The transaction is expected to be completed during Broadcom’s fiscal year 2023, pending regulatory approvals and other customary closing conditions, including VMware shareholder approval. No doubt you will have a lot of questions. As with any acquisition, we will be able to answer some of those questions now, and a lot more later as things progress, and we get more clarity. We have a small, focused team dedicated to charting our future as part of Broadcom, and we will make sure to keep you all informed and up-to-date as effectively and transparently as possible. For most of you, your job remains the same: run VMware and continue to focus on delivering for our customers.
Thank you for all the great work you do every day.