VMWARE, INC. (NYSE:VMW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement (the Agreement) with its controlling
stockholder, Dell Technologies Inc. (Dell), and Dells
wholly-owned subsidiary, EMC Equity Assets LLC (EMC), under which
VMware has agreed to purchase $300 million (the Purchase Amount)
of VMware Class A Common Stock (the Shares) that are currently
held by EMC.
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The purchase price per Share (the Purchase Price) will be
fixed at a 3.5% discount to a volume-weighted average stock price of VMwares Class A Common Stock based on trading on the New York Stock Exchange during a reference period, which VWAP will be no greater than 25% higher or 25% lower than the closing price per share on March 31, 2017. |
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At an initial closing expected to occur on April 5, 2017,
which is subject to customary closing conditions, VMware will deliver the Purchase Amount to EMC in exchange for an initial delivery of Shares. |
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A final closing, which is subject to customary closing
conditions, is expected to occur three business days following the end of the reference period, during VMwares second fiscal quarter ending August 4, 2017. |
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At the final closing, EMC will deliver to VMware a number
of Shares necessary to true-up the total number of Shares being purchased (the True-Up Amount). The True-Up Amount will be $300 million divided by the Purchase Price minus the number of Shares delivered at the initial closing. |
the Related Persons Transactions Committee of VMwares Board of
Directors.
complete and is qualified in its entirety by the full text of the
Agreement, a copy of which is filed as Exhibit 10.1 and
incorporated by reference herein.
subsidiary EMC Corporation, the sole Class B common stockholder
of VMware, to the aggregate size of VMwares equity grants through
the end of fiscal year 2018 in accordance with VMwares Amended
and Restated Certificate of Incorporation, in an action by
written consent to Section 228 of the Delaware General
Corporation Law. VMwares equity grants will be issued from the
VMware Amended and Restated 2007 Equity and Incentive Plan share
reserve approved by VMwares stockholders.
entry into the Agreement. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
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10.1
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Stock Purchase Agreement, dated as of March 29, 2017, by
and among Dell Technologies Inc., EMC Equity Assets LLC and VMware, Inc. |
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99.1
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Press release of VMware, Inc. dated March 30, 2017
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About VMWARE, INC. (NYSE:VMW)
VMware, Inc. is a provider of virtualization infrastructure solutions and cloud infrastructure solutions. The Company develops and markets its product and service offerings within three product groups, which include software-defined data center (SDDC), hybrid cloud computing and end-user computing (EUC). Its compute virtualization includes offerings that allow organizations to manage Information technology (IT) resources across private clouds and complex multi-cloud, and multi-device environments. Its SDDC is designed to transform the data center into an on-demand service. Its cloud strategy has three components, which include continue to expand beyond compute virtualization in the private cloud, extend the private cloud into the public cloud, and connect and secure endpoints across a range of public clouds. Its End-User Computing portfolio enables IT organizations to deliver secure access to applications, data and devices for their end users. VMWARE, INC. (NYSE:VMW) Recent Trading Information
VMWARE, INC. (NYSE:VMW) closed its last trading session down -0.30 at 91.84 with 1,021,320 shares trading hands.