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This combination creates a highly differentiated intrinsic security cloud that will protect workloads and customers through large data, behavioral analysis, and AI.
Spot transaction of $ 26 per share, representing a business value of $ 2.1 billion
PALO ALTO, Calif., August 22, 2019 (GLOBE NEWSWIRE) – VMware, Inc. (NYSE: VMW), a leading innovator of enterprise software, and Carbon Black (NASDAQ: CBLK), a leader in cloud endpoints announced today that the two companies have signed a definitive agreement whereby VMware will acquire Carbon Black as part of a fully cash transaction at a price of $ 26 per share, representing a value of , 1 billion USD for the company. After completion of the transaction, VMware will be positioned to deliver a highly differentiated, intrinsically safe cloud that will better protect workloads and enterprise customers through big data, behavioral analysis, and artificial intelligence.
Carbon Black is one of the leading providers of next-generation security cloud solutions, with more than 5,600 customers and 500 partners worldwide. The company's innovative, cloud-based security platform leverages data and behavior analysis to provide complete endpoint protection against the most advanced cyber attacks. The combination of Carbon Black solutions with VMware security offerings, including AppDefense, Workspace ONE, NSX and SecureState, will create a modern security cloud platform for any application, running in any cloud, on any cloud. any device. This combined offering will provide customers with advanced threat detection and deep understanding of application behavior to stop sophisticated attacks and speed up responses.
VMware and Dell's distribution and enterprise activities will further accelerate the adoption of carbon black in the business, both through direct sales and by partners, including major players in managed security , distribution partners and system integrators.
"The security industry is failing and inefficient with too many fragmented solutions and no consistent platform architecture. By integrating carbon black into the VMware family, we are now making a huge leap forward in security and providing a platform for enterprise to administer and protect workloads, applications and networks, " said Pat Gelsinger, CEO of VMware. "With this acquisition, VMware will also take a leading position in security for the new era of modern applications delivered from any cloud to any device."
"Today marks a milestone for Carbon Black, VMware and the entire cybersecurity industry," said Patrick Morley, CEO of Carbon Black. "We now have the ability to seamlessly integrate the Carbon Black Endpoint Protection Platform into all VMware control points. This type of bold move is exactly what the computer and security industries have been looking for for a very long time. We look forward to working with the VMware team to continue to provide a modern security cloud platform to customers around the world. In addition, we are pleased that today's transaction provides Carbon Black shareholders with immediate and substantial value. "
DETAILS ABOUT THE TRANSACTION
Under the terms of the transaction, structured as a cash tender offer, the shareholders of Carbon Black who validly (and do not properly withdraw) their Carbon Black shares will receive $ 26 per share in cash, representing a certain value. $ 2.1 billion business. . The transaction is expected to be financed by cash on the balance sheet and access to short-term borrowing capacity. Closing of the transaction is expected during the second half of the fiscal year 2020 of VMware and will end on January 31, 2020. It is subject to customary conditions, including the acquisition by VMware of the less the majority of the shares of Carbon Black, as well as the expiration or termination of the contract. the waiting period provided for by the Hart-Scott-Rodino Act, 1973, on anti-trust improvements, as amended, inter alia.
advisors
JP Morgan Securities LLC acted as financial advisor and Morrison & Foerster LLP as a legal advisor to VMware. Morgan Stanley & Co. LLC acted as exclusive financial advisor and Goodwin Procter LLP as a legal advisor to Carbon Black.
Investor conference call
The company will hold a teleconference previously announced today at 1:30 pm. PT / 16:30 ET To review the financial results, discuss the proposed transaction and business prospects. A live webcast of the event will be available on the VMware Investor Relations website at: http://ir.vmware.com. The slides will accompany the webcast. The replay of the webcast and slides will be available on the website for two months. In addition, six quarters of historical unearned revenue data will also be available on http://ir.vmware.com in conjunction with the conference call.
About carbon black
Carbon Black (NASDAQ: CBLK) is a leader in cloud endpoint protection dedicated to protecting the world from cyber attacks. CB Predictive Security Cloud (PSC) consolidates endpoint protection and IT operations into a device protection platform that prevents advanced threats, provides actionable information, and enables organizations of all sizes to simplify their operations. By analyzing billions of security events a day across the globe, Carbon Black provides critical information about attacker behavior, enabling customers to detect, respond to, and stop emerging attacks.
More than 5,600 customers worldwide, including about one-third of Fortune 100 companies, rely on Carbon Black to protect their businesses from cyber attacks. The company's ecosystem of partners includes more than 500 MSSPs, VARs, distributors and technology integrations, as well as many of the world's leading Ir firms, using Carbon Black technology in more than 500 violation investigations per year. .
Carbon Black and CB Predictive Security Cloud are either registered trademarks or trademarks of Carbon Black, Inc. in the United States and other jurisdictions.
Additional Resources
About VMware
VMware software powers the complex digital infrastructure of the world. The company's cloud, networking and security offerings and digital workspaces offer customers around the world a dynamic and efficient digital foundation, supported by a broad ecosystem of partners. Headquartered in Palo Alto, California, VMware is committed to being a force of good, from its breakthrough innovations to its global impact. For more information, please visit https://www.vmware.com/company.html.
Forward-looking statements
This press release contains forward-looking statements, including statements regarding VMware's proposed acquisition of Carbon Black, such as: the amount and type of consideration to be paid for each acquisition; net cash and stock payments and the dilutive impact on VMware; sources of financing for acquisitions, including VMware's ability to access short-term borrowings; the planned timetable for acquisitions; Opportunities for growth and expansion of VMware offerings associated with each acquisition and potential benefits for VMware and its customers. These forward-looking statements are subject to the "safe harbor" provisions of the Private Securities Litigation Reform Act, 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including the following: (1) satisfaction or waiver of the conditions necessary to close the proposed acquisition (including failure to obtain required regulatory approvals) within the specified time or within the shortest time; (2) the uncertainty as to the number of Carbon Black shareholders to deposit their shares in the take-over bid; (3) the possibility that the acquisition will not be closed; (4) the possibility that competing offers may be made; (5) the risks associated with obtaining the required consents for the acquisition, including, without limitation, the timing (including any delays) and the receipt of regulatory approvals from various government entities (including the conditions, limitations or restrictions imposed on these approvals and the risk involved). one or more government entities may refuse approval); (6) the risks associated with the ability to realize the expected benefits of the proposed acquisition, including the possibility that the expected benefits of the proposed acquisition will not materialize or be realized in a timely manner; (7) the risk that the business is not successfully integrated; (8) interruption of the transaction making it more difficult to maintain commercial and operational relationships; (9) the adverse effects of this announcement or the completion of the proposed acquisition on the market price of the common shares, credit ratings and results of operations of VMware; (10) the risk of litigation and regulatory actions related to the proposed acquisition; (11) other effects on enterprises, including the effects of industrial, market, economic, political or regulatory conditions; and (12) other unforeseen costs or delays related to the acquisition. These forward-looking statements are made as of the date of this press release, are based on current expectations and are subject to uncertainties and changes in condition, meaning, value and effect, as well as to the accuracy of the information. Other risks detailed in filings with the Securities and Exchange Commission, including the most recent reports from VMware and Carbon Black on Forms 10-K and 10-Q and current reports on Form 8-K that we may rank from time to time, which could cause actual results to vary from expectations. VMware and Carbon Black assume no obligation to update these forward-looking statements after the date of this press release and do not intend to update them at this time.
Additional information on the price offer for carbon black and where to find it
The public tender offer mentioned in this communication has not yet begun. This communication is provided for informational purposes only and does not constitute an offer to buy or solicitation of an offer to sell any securities of Carbon Black, or a substitute for the public offer material. purchase that VMware and its acquisition subsidiary will submit to the SEC. The solicitation and the offer of stock of carbon black will only be made pursuant to an offer to purchase and related offer material. At the time of the launch of the offer, VMware and its acquisition subsidiary will file an offer statement on the TO Schedule, and then Carbon Black will file an invitation / recommendation statement on Appendix 14D-SEC to the SEC regarding the offer. OFFER OFFER DOCUMENTS (INCLUDING AN OFFER TO BUY, A RELATED LETTER OF TRANSMISSION AND CERTAIN OTHER OFFER DOCUMENTS), AND THE SOLICITATION DECLARATION / RECOMMENDATION RELATING TO THE APPENDIX 14D-9 WILL CONTAIN IMPORTANT INFORMATION. BLACK CARBON SHAREHOLDERS ARE REQUESTED TO READ CAREFULLY AS THEY BECOME AVAILABLE AS THEY WILL CONTACT IMPORTANT INFORMATION THAT HOLDERS OF CARBON BLACK VALUE SECURITIES SHOULD BE CONSIDERED BEFORE MAKING ANY DECISION RELATING TO THE ADMISSION OF THEIR SAFETY. The purchase offer, the associated shipping letter and certain other tender offer documents, as well as the solicitation / recommendation statement, will be made available to the buyer. all stockholders of carbon black, no charge from them. The tender offer material and the solicitation / recommendation statement will be available free of charge on the SEC's website at www.sec.gov. Additional copies can be obtained free of charge by contacting VMware or Carbon Black. Carbon Black's SEC filings will be available free of charge on the Carbon Black website at the address. [https://investors.carbonblack.com/financial-information/sec-filings] or by contacting Carbon Black's investor relations department at [646-277-1251]. Copies of VMware's SEC filings will be available free of charge from the VMware Web site at https://ir.vmware.com/overview/sec-filings/default.aspx or by contacting the Relationship Department. with VMware Investors at (650) 427-4631.
In addition to the Offer to Purchase, the applicable Letter of Transmittal and certain other Offering Documents, and the Solicitation / Recommendation Statement, VMware and Carbon Black, each file contains annual, quarterly and current reports, as well as other information, to the SEC. Documents filed by VMware and Carbon Black with the SEC are publicly available on the SEC's website at the address http://www.sec.gov.
contacts
Michael Thacker
VMware Global PR
[email protected]
650-427-4454
Paul Ziots
VMware Investor Relations
[email protected]
650-427-3267
Ryan Murphy
Director of Global Communications, Carbon Black
917-693-2788
[email protected]
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