VMware, Inc. (NYSE: VMW) and Carbon Black, Inc. (NASDAQ: CBLK) have
announced that VMware has extended the offering period of its
previously announced cash tender offer to purchase all of the
outstanding shares of common stock (the “Shares”), of Carbon Black
for a price of $26 per share (the “Tender Offer”).
On September 24, 2019, the Austrian Federal Competition
Authority (Bundeswettbewerbsbehörde) provided verbal confirmation
that they do not have any objections or further questions on the
proposed transaction, however, the four-week waiting period
contemplated by the Austrian Cartel Act must first terminate before
the transaction is considered to have been cleared by the
Bundeswettbewerbsbehörde. The initial four-week waiting period will
expire at midnight, Central European Time, on Friday, October 4,
2019.
In order to comply with the Austrian Cartel Act waiting period,
the Tender Offer has been extended to 5:00 p.m., New York City
time, on Monday, October 7, 2019. All terms and conditions of the
Offer shall remain unchanged during the extended period.
Stockholders who have already tendered their Shares of Carbon Black
do not have to re-tender their Shares or take any other action as a
result of the extension of the expiration date of the Tender
Offer.
American Stock Transfer & Trust Company, LLC, the depositary
for the Tender Offer, has advised VMware that, as of 5:46
p.m., New York City Time, on September 25, 2019, approximately
12,104,717 Shares of Carbon Black had been validly tendered and
received, and not validly withdrawn, pursuant to the Offer,
representing approximately 16% of Carbon Black’s outstanding
Shares. The consummation of the Tender Offer remains subject to
regulatory approval in Austria and other customary conditions,
including the tender of at least a majority of the shares of Carbon
Black.
About Carbon Black
Carbon Black (NASDAQ: CBLK) is a leader in cloud-native endpoint
protection dedicated to keeping the world safe from cyberattacks.
The CB Predictive Security Cloud® (PSC) consolidates endpoint
protection and IT operations into an endpoint protection platform
(EPP) that prevents advanced threats, provides actionable insight
and enables businesses of all sizes to simplify operations. By
analyzing billions of security events per day across the globe,
Carbon Black has key insights into attackers’ behaviors, enabling
customers to detect, respond to and stop emerging attacks.
More than 5,600 global customers, including approximately one
third of the Fortune 100, trust Carbon Black to protect their
organizations from cyberattacks. The company’s partner ecosystem
features more than 500 MSSPs, VARs, distributors and technology
integrations, as well as many of the world’s leading IR firms, who
use Carbon Black’s technology in more than 500 breach
investigations per year.
Carbon Black and CB Predictive Security Cloud are registered
trademarks or trademarks of Carbon Black, Inc. in the United States
and other jurisdictions.
About VMware
VMware software powers the world’s complex digital
infrastructure. The company’s cloud, networking and security, and
digital workspace offerings provide a dynamic and efficient digital
foundation to customers globally, aided by an extensive ecosystem
of partners. Headquartered in Palo Alto, California, VMware is
committed to being a force for 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, among other things, statements regarding the proposed
acquisition of Carbon Black by VMware, such as: the amount and
type of consideration expected to be paid for the acquisition and
the expected timing for the tender offer. These
forward-looking statements are subject to the safe harbor
provisions created by the Private Securities Litigation Reform Act
of 1995. Actual results could differ materially from those
projected in the forward-looking statements as a result of certain
risk factors, including but not limited to: (1) the
satisfaction or waiver of the conditions to closing the proposed
acquisition (including the failure to obtain necessary regulatory
approvals) in the anticipated timeframe or at all;
(2) uncertainties as to how many of Carbon Black’s
stockholders will tender their shares in the tender offer;
(3) the possibility that the acquisition
does not close; (4) the possibility that competing offers
may be made; (5) risks related to obtaining the requisite
consents to the acquisition, including, without
limitation, the timing (including possible delays) and receipt of
regulatory approvals from various governmental entities (including
any conditions, limitations or restrictions placed on these
approvals and the risk that one or more governmental entities may
deny approval); (6) risks related to the ability to realize the
anticipated benefits of the proposed acquisition, including the
possibility that the expected benefits from the proposed
acquisition will not be realized or will not be realized within the
expected time period; (7) the risk that the business will not
be integrated successfully; (8) disruption from the
transaction making it more difficult to maintain business and
operational relationships; (9) negative effects of this
announcement or the consummation of the tender offer on the market
price of VMware’s common stock, credit ratings and operating
results; (10) the risks associated with ongoing and potential
litigation and regulatory actions related to the proposed
acquisition; (11) other business effects, including the
effects of industry, market, economic, political or regulatory
conditions; and (12) other unexpected costs or delays in
connection with 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, significance, value and effect as well as other risks
detailed in documents filed with the Securities and Exchange
Commission, including VMware’s and Carbon Black’s most recent
reports on Form 10-K and Form 10-Q and current reports on Form 8-K
that we may file from time to time, which could cause actual
results to vary from expectations. VMware and Carbon Black assume
no obligation to, and do not currently intend to, update any such
forward-looking statements after the date of this release.
Additional Information about the Carbon Black Tender
Offer and Where to Find It
This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
Carbon Black securities, nor is it a substitute for the tender
offer materials that VMware and its acquisition subsidiary have
filed with the SEC. The solicitation and offer to buy Carbon Black
stock is being made only pursuant to the Offer to Purchase and
related tender offer materials on Schedule TO. THE TENDER OFFER
MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN
IMPORTANT INFORMATION. CARBON BLACK STOCKHOLDERS ARE URGED TO READ
THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT HOLDERS OF CARBON BLACK SECURITIES SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES.
The Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the
Solicitation/Recommendation Statement, are available to all holders
of Carbon Black stock at no expense to them. The tender offer
materials and the Solicitation/Recommendation Statement are
available for free at the SEC’s website at www.sec.gov. Additional
copies may be obtained for free by contacting VMware or Carbon
Black. Copies of the documents filed with the SEC by Carbon Black
are available free of charge on Carbon Black internet website
at https://investors.carbonblack.com/financial-information/sec-filings or
by contacting Carbon Black’s Investor Relations Department
at 646-277-1251.Copies of the documents filed with the SEC by
VMware are available free of charge on VMware’s internet website
athttps://ir.vmware.com/overview/sec-filings/default.aspx or
by contacting VMware’s Investor Relations Department at
(650) 427-4631.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, VMware and Carbon Black
each file annual, quarterly and current reports and other
information with the SEC. VMware’s and Carbon Black’s filings with
the SEC are available to the public on the SEC’s website
at http://www.sec.gov.
Contacts Paul Ziots VMware Investor Relations
pziots@vmware.com 650-427-3267
Michael Thacker VMware Global PR mthacker@vmware.com
650-427-4454
Carbon Black (NASDAQ:CBLK)
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