0001140361-22-039843 425 6 20221103 20221103 VMWARE, INC. 0001124610 7372 943292913 DE 0203 425 34 001-33622 221358448 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 Broadcom Inc. 0001730168 3674 352617337 1030 425 1320 RIDDER PARK DRIVE SAN JOSE CA 95131 408-433-8000 1320 RIDDER PARK DRIVE SAN JOSE CA 95131 Broadcom Ltd 20180201 425 1 brhc10043727_425.htm 425 -------------------------------------------------------------------------------- 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: November 3, 2022 On November 3, 2022, Broadcom Inc. published the following post on LinkedIn: [[Image Removed]] -------------------------------------------------------------------------------- On November 3, 2022, Broadcom Inc. published the following post on Twitter: [[Image Removed]] -------------------------------------------------------------------------------- On November 3, 2022, Broadcom Software Group published the following post on LinkedIn: [[Image Removed]] -------------------------------------------------------------------------------- On November 3, 2022, Broadcom Software Group published the following post on Twitter: [[Image Removed]] -------------------------------------------------------------------------------- On November 3, 2022, Hock Tan published the following post on LinkedIn: [[Image Removed]] -------------------------------------------------------------------------------- [The text of the CRN interview with Hock Tan, Broadcom Inc., President and Chief Executive Officer, accessible through the links included in the posts above is reproduced below. The interview is also available at reimaginingsoftware.com/other-resources] CRN Q As you progress in the VMware acquisition, what have you learned about their partners? Hock Tan A VMware has built a strong partner ecosystem that fuels the company's customer experience. It is embedded in everything the company does across each point in the value chain. CRN Q How would VMware align with other parts of Broadcom's software business? Hock Tan A First and foremost, both companies realize that the future of enterprise IT is multi-cloud, as it provides customers with greater flexibility and choice, and partners with new business opportunities. For customers to become "Cloud Smart," they will need a connected ecosystem of partners working with them to meet their requirements. VMware's partner ecosystem is a highly successful machine, and we don't plan to turn that upside down. Together following closing, we will accelerate its growth and momentum to help move forward our mutual customers' businesses. VMware's collaborations across the ecosystem, combined with Broadcom's exciting technologies, innovative partnership models and deep relationships, will enable partners to better capitalise on new business opportunities and create differentiated solutions that they can replicate with other customers. We also see opportunities with existing Broadcom Software solutions to create even more value for partners across the combined network. CRN Q What have partners been asking? Hock Tan A Partner questions have focused on, following the close of the transaction, whether their existing relationship with VMware will change, if we plan to adjust VMware's go-to market strategy, and what our plans will be for VMware's product roadmap. And what I can say is that while we will look for opportunities post-closing to further unlock VMware's potential, we intend to continue building on all of the great work and partnerships that define VMware today. -------------------------------------------------------------------------------- VMware develops technology for the future and addresses a growing market. The Broadcom business case for this transaction is premised on focusing on the business model, increasing R&D, and executing in getting customers to use the full portfolio of innovative product offerings - not on increasing prices. From Broadcom's perspective, we currently are driving go-to-market innovations and first-in-industry models with our channel programs that redefine the value partners are delivering. As the market continues to shift to multi-cloud, we're innovating our own partner programs to reflect these new ways of doing business. It makes sense to support and embrace VMware's partners. Once the transaction closes, we will continue making long-term investments in VMware products, extending their value well into the future and bringing our customers greater flexibility and choice. CRN Q Is there a role that partners can play in Broadcom Software’s enterprise accounts? Hock Tan A Yes. While we have a direct sales model with Broadcom's largest enterprise accounts, we recognize that how a customer secures their product licenses is not the whole story. In fact, our Expert Advantage Partner Program ensures partners have an opportunity to work with us strategically and support those top accounts through value-added services across the entire customer journey, such as consulting, design, managed services and more. With increased scale following transaction close, we are excited about the opportunities to engage with our combined network of partners to bring even more value to current and new customers. CRN Q How do you avoid changes that impact channel partners’ business? Hock Tan A Change is inevitable. Change and innovation go hand in hand - both often leading to better ways of doing business. One of the best ways we encourage positive change across our partner ecosystem is by communicating clearly and ensuring transparency with our product portfolio and go-forward product strategy. A combined Broadcom and VMware will have the necessary scale and broad product portfolio to engage with and embrace the entire partner ecosystem. We want to build on our strengths and sustain both companies' long-term relationships to provide customers of all sizes with maximum choice and flexibility. -------------------------------------------------------------------------------- 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 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’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. --------------------------------------------------------------------------------