U.S. chipmaker Broadcom Inc. is hoping to make its mark in the enterprise software sector with its proposed acquisition of VMware Inc.
The companies said May 26 that Broadcom will acquire all of VMware's outstanding shares in a cash-and-stock transaction valuing the latter at $61 billion. Broadcom will also assume $8 billion of VMware's net debt.
VMware shareholders may choose to exchange each of their shares for either $142.50 in cash or 0.2520 of a Broadcom common share. The arrangement would result in about 50% of VMware's shares being exchanged for cash and the other 50% being exchanged for Broadcom common stock.
Broadcom's shares have increased 15.7% between May 25, 2021, and May 25, 2022, a day before the deal's announcement. VMware's shares have dropped 25.2% over the same time period.
Broadcom shareholders will own approximately 88% of the combined entity on a fully diluted basis, with VMware shareholders owning about 12%.
The deal will combine VMware's multicloud services with Broadcom's semiconductor and infrastructure software businesses, as Broadcom seeks to "reimagine what we can deliver to customers," said President and CEO Hock Tan. This will result in an expanded range of services in areas such as data centers, cloud and edge computing.
VMware is notable for its strong position in the hybrid cloud sector, where big companies combine their private networks with public cloud services from providers such as Amazon.com Inc.'s Amazon Web Services Inc., Microsoft Corp. and Google LLC's Google Cloud.
Specifically, VMware's cloud network service VeloCloud and network security platform NSX complement those offered by cloud security provider Blue Coat, investment firm Piper Sandler said in a note. Blue Coat was part of Symantec's enterprise security business that Broadcom purchased in 2019.
VMware's customer base also largely overlaps with those of Symantec and of another Broadcom unit, enterprise software provider CA Technologies, according to Piper Sandler.
Broadcom's software group will rebrand and operate as VMware after the transaction closes.
The Broadcom-VMware deal would be the third-biggest tech transaction in recent decades, behind Microsoft's $74.01 billion acquisition of game developer and publisher Activision Blizzard Inc., announced in January, and Dell Inc.'s purchase of EMC Corp., now Dell EMC, for $63.1 billion. EMC included VMware, which Dell parent Dell Technologies Inc. spun off in 2021.
Dell founder, Chairman and CEO Michael Dell, also VMware's chairman, and Silver Lake Partners, owning stakes of 40.2% and 10% in VMware, respectively, agreed to vote in favor of VMware's sale to Broadcom.
Broadcom is expected to have a smoother path to securing regulatory approval for its acquisition of VMware. It failed in its 2018 takeover bid for Qualcomm Inc. after former U.S. President Donald Trump blocked the deal on national security grounds. Broadcom, then based in Singapore, decided to re-domicile in the U.S., hoping to allay the concerns.
Broadcom expects to complete its purchase of VMware in its fiscal year 2023.