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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VMware (VMW) reported earnings on Thur 22 Aug 2019 (a/h)

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VMware beats by $0.05, reports revs in-line, guides on the call; co also announces it will acquire Pivotal Software (PVTL) and Carbon Black (CBLK)

Reports Q2 (Jul) earnings of $1.60 per share, excluding non-recurring items, $0.05 better than the S&P Capital IQ Consensus of $1.55; revenues rose 12.2% year/year to $2.44 bln vs the $2.43 bln S&P Capital IQ Consensus.

• License revenue for Q2 rose 12% yr/yr to $1.01 bln.

Co also announces it will acquire Pivotal Software (PVTL) and Carbon Black (CBLK).

VMware will acquire Pivotal for a blended price per share of $11.71, comprised of $15 per share in cash to Pivotal Class A stockholders, and VMware's Class B shares exchanged for Pivotal Class B shares held by Dell Technologies at an exchange ratio of 0.0550 shares of VMware Class B common Stock for each share of Pivotal Class B common stock. The transaction has an enterprise value of $2.7 billion.

VMware will also acquire Carbon Black (CBLK) through a cash tender offer for $26 per share, representing an enterprise value of $2.1 bln.

"These companies address key strategic IT priorities - building apps with a modern approach and protecting enterprise workloads and clients. With Pivotal, VMware will be able to deliver an integrated modern apps portfolio combining Pivotal's next-generation developer platform and VMware's Kubernetes portfolio. With Carbon Black, VMware will be able to provide a next generation security cloud with Carbon Black's protection suite and VMware's intrinsic security assets."

Pivotal Software (PVTL) to be acquired by VMware (VMW)?

Pivotal Software confirms discussions with VMware (VMW) for possible combination; in talks to acquire for $15.00 per share
Pivotal Software (PVTL) confirms that, through a Special Committee of its Board of Directors, it is in discussions with VMware (VMW) regarding a potential business combination, and we are proceeding to negotiate definitive agreements with regards to a transaction in which VMware would acquire all of the outstanding shares of Class A common stock of Pivotal for cash at a per share price equal to $15.00. However, a definitive agreement between Pivotal and VMware has not been executed. There can be no assurances that a definitive agreement will be executed between the parties.

Dell disclosed in amended 13D filing that a special committee of the Board of Directors of VMware and a special committee of the Board of Directors of Pivotal Software are proceeding to negotiate definitive agreements with respect to a transaction to acquire all of the outstanding shares of Class A common stock of Pivotal for cash at a per share price equal to $15.00. In addition, the VMware Special Committee has requested in writing that Dell Technologies exchange all of the outstanding shares of Class B common stock of Pivotal other than shares of Class B common stock of Pivotal held by VMware for shares of Class A Common Stock of VMware. Dell Technologies and the VMware Special Committee are now discussing a to be agreed upon exchange ratio, based upon the unaffected market price of each of the Pivotal Class A common stock and the VMware common stock.

Note the Dell Technologies family includes Dell, Dell EMC, Pivotal, RSA, Secureworks (SCWX), Virtustream and VMware.

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Pivotal Software (PVTL) reported earnings on Tue 4 June 19 (a/h)

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Pivotal Software beats by $0.02, reports revs in-line; guides JulQ EPS in-line, revs below consensus; reaffirms FY20 EPS guidance, guides FY20 revs below consensus

• Reports Q1 (Apr) loss of $(0.03) per share, excluding non-recurring items, $0.02 better than the S&P Capital IQ Consensus of ($0.05); revenues rose 19.3% year/year to $185.72 mln vs the $184.12 mln S&P Capital IQ Consensus.
• Co issues guidance for Q2 (Jul), sees EPS of $(0.04)-(0.03), excluding non-recurring items, vs. ($0.03) S&P Capital IQ Consensus; sees Q2 revs of $185-189 mln vs. $197.5 mln S&P Capital IQ Consensus.
• Co issues guidance for FY20, reaffirms EPS of $(0.15)-(0.13), excluding non-recurring items, vs. ($0.14) S&P Capital IQ Consensus; sees FY20 revs of $756-767 mln vs. $802.53 mln S&P Capital IQ Consensus and vs prior guidance of $798-806 mln.

Earnings this week : June 3 - 7, 19 (wk 23)

Monday (June 3)

• Afternoon: BOX CAL COUP GSM

Tuesday (June 4)

• Morning: CBRL CMD DCI LE NAV TIF
• Afternoon: AMBA CRM GME GWRE HQY NX PVTL

Wednesday (June 5)

• Morning: AEO BF.B CPB GIII SCWX VRA
• Afternoon: ABM CLDR ESTC FIVE GEF MDB REVG SMAR SFIX UNFI

Thursday (June 6)

• Morning: CIEN HOME KIRK MIK SAIC SIG SJM
• Afternoon: BYND DOCU DOMO GES OLLI PD PRSP MTN ZM ZUMZ

Friday (June 7) 
None

• Monday: May ISM Manufacturing Index (prior 52.8) and April Construction Spending (prior -0.9%) at 10:00 ET
• Tuesday: April Factory Orders (prior 1.9%) at 10:00 ET
• Wednesday: Weekly MBA Mortgage Index (prior -3.3%) at 7:00 ET; May ADP Employment Change (prior 275,000) at 8:15 ET; May ISM Non-Manufacturing Index (prior 55.5) at 10:00 ET; weekly crude oil inventories (prior -300,000) at 10:30 ET; and Fed's June Beige Book at 14:00 ET
• Thursday: Weekly Initial Claims (prior 215,000), Continuing Claims (prior 1.657 mln), April Trade Balance (prior -$50.00 bln), Q1 Revised Productivity (prior 3.6%) and Q1 Revised Unit Labor Costs (prior -0.9%) at 8:30 ET; and weekly natural gas inventories (prior +114 bcf) at 10:30 ET
• Friday: May Nonfarm Payrolls (prior 263,000), Nonfarm Private Payrolls (prior 236,000), Average Hourly Earnings (prior 0.2%), Unemployment Rate (prior 3.6%), and Average Workweek (prior 34.4) at 8:30 ET; April Wholesale Inventories (prior -0.1%) at 10:00 ET; and April Consumer Credit (prior $10.30 bln) at 15:00 ET

Pivotal Software (PVTL) reported earnings on Thur 14 March 19 (a/h)

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Pivotal Software beats by $0.02, reports revs in-line; guides Q1 EPS in-line, revs below consensus; guides FY20 EPS in-line, revs below consensus

• Reports Q4 (Jan) loss of $0.07 per share, $0.02 better than the S&P Capital IQ Consensus of ($0.09); revenues rose 27.0% year/year to $169.2 mln vs the $170.21 mln S&P Capital IQ Consensus.
• Subscription revenue was $112.5 million, an increase of 50% year over year.
• Subscription customers increased 18% year over year to 377.
• Dollar-based net expansion rate of 149%.
• Co issues guidance for Q1, sees EPS of ($0.06)-($0.05) vs. ($0.05) S&P Capital IQ Consensus; sees Q1 revs of $183-$185 mln vs. $189.94 mln S&P Capital IQ Consensus.
• Co issues guidance for FY20, sees EPS of ($0.15)-($0.13) vs. ($0.14) S&P Capital IQ Consensus; sees FY20 revs of $798-$806 mln vs. $814.42 mln S&P Capital IQ Consensus.

Pivotal Software (PVTL) reported earnings on Wed 12 Sept 18 (a/h)

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Pivotal Software beats by $0.03, beats on revs; guides Q3 EPS in-line, revs above consensus; guides FY19 EPS above consensus, revs above consensus 

• Reports Q2 (Jul) loss of $0.06 per share, $0.03 better thanthe S&P Capital IQ Consensus of ($0.09); revenues rose 30.5% year/year to $164.4 mln vs the $158.12 mln S&P Capital IQ Consensus.
• Subscriptions customers grew 19% year over year to 354 in Q2.
• Dollar-based net expansion rate was 150%.
• Operating cash flow for the quarter was $18.4 million compared to negative operating cash flow of $56.5 million in Q2 of last year.
• Co issues guidancefor Q3, sees EPS of ($0.09)-($0.08) vs. ($0.09) S&P Capital IQ Consensus; sees Q3 revs of $163-$165 mln vs. $162.89 mln S&P Capital IQ Consensus.
• Co issues upside guidancefor FY19, sees EPS of ($0.36)-($0.34) vs. ($0.38) S&P Capital IQ Consensus; sees FY19 revs of $647-$653 mln vs. $646.52 mln S&P Capital IQ Consensus.

Earnings this week : September 10 - 14, 18 (wk 37)

Monday (Sept 10)   

• Morning: HOV
• Afternoon: CASY SONO

Tuesday (Sept 11)

• Morning: FRAN 
• Afternoon: FARM

Wednesday (Sept 12)

• Afternoon: OXM PVTL SAIC  TLRD  

Thursday (Sept 13)

• Morning: BRC KR   
• Afternoon:  ADBE CEA AGX PLM RLGT PCYG CSBR GSB

Friday (Sept 14)

• Morning: PLAY  MAMS PTI HGSH ATV CHNR FSBC ZNH

Pivotal Software (PVTL) reported earnings on Tue 12 June 18 (a/h)

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** The following day **

Pivotal Software beats by $0.03, beats on revs; guides Q2 EPS in-line, revs above consensus; guides FY19 EPS above consensus, revs above consensus 

• Reports Q1 (Apr) loss of $0.10 per share, $0.03 better than the Capital IQ Consensus of ($0.13); revenues rose 28.5% year/year to $155.7 mln vs the $140.41 mln Capital IQ Consensus.
• PVTL added 20 net new subscription customers from 4Q18 for a total of 339 subscription customers in Q1.
• Dollar-based net expansion rate was 156%.
• Co issues guidancefor Q2, sees EPS of ($0.10)-($0.09) vs. ($0.10) Capital IQ Consensus Estimate; sees Q2 revs of $157-$159 mln vs. $152.81 mln Capital IQ Consensus Estimate.
• Co issues upside guidancefor FY19, sees EPS of ($0.39)-($0.37) vs. ($0.45) Capital IQ Consensus Estimate; sees FY19 revs of $642-$649 mln vs. $622.03 mln Capital IQ Consensus Estimate.