Pivotal Software (PVTL) to be acquired by VMware (VMW) for $15 per share

Pivotal Software (PVTL) to be acquired by VMware (VMW) for $15 per share.

 

VMware (VMW) signs definitive agreement to acquire Pivotal Software for $11.71 blended price per share; $15 cash per share for public stockholders (enterprise value of $2.7 bln)

VMware will acquire Pivotal for a blended price per share of $11.71, comprised of $15 per share in cash to Class A stockholders, and the exchange of shares of VMware's Class B common stock for shares of Pivotal Class B common stock held by Dell Technologies (DELL), at an exchange ratio of 0.0550 shares of VMware Class B stock for each share of Pivotal Class B stock. 

Under the terms of the transaction, Pivotal's Class A common stockholders will receive $15.00 per share cash for each share held, and Pivotal's Class B common stockholder, Dell Technologies, will receive ~7.2 million shares of VMware Class B common stock, at an exchange ratio of 0.0550 shares of VMware Class B common stock for each share of Pivotal Class B common stock. This transaction, in aggregate, results in an expected net cash payout for VMware of $0.8 billion. The impact of equity issued to Dell Technologies would increase its ownership stake in VMware by approximately 0.34 percentage points to 81.09% based on the shares currently outstanding. VMware currently holds 15 percent of fully-diluted outstanding shares of Pivotal. The transaction is expected to be funded through cash on the balance sheet, accessing short-term borrowing capacity, and ~7.2 million shares of VMware Class B common stock to Dell. Closing of the transaction is subject to customary closing conditions including the approval of the merger agreement by the holders of at least a majority of the outstanding shares of Pivotal common stock not owned by VMware or Dell Technologies or their affiliates and is expected in the second half of VMware's fiscal year 2020, which ends January 31, 2020.

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