Carbon Black (CBLK) to be acquired by VMware (VMW) for $26/share

• Carbon Black went public less than a month after Pivotal, and is similar in that it offers cloud software that focuses on securing other companies’ usage of cloud software. Carbon Black sold IPO shares at $19 apiece, but had been trading lower than that level for months before a strong earnings report in May sent shares higher. 

   

VMware (VMW) to acquire Carbon Black for $26/share in cash - representing an enterprise value of $2.1 bln
Under the terms of the Carbon Black merger agreement, Carbon Black stockholders will receive $26 per share cash for each share held, resulting in a net cash payout for VMware of $1.9 billion. The transaction will be funded through cash on the balance sheet and access to short-term borrowing capacity. Closing is expected in the second half of VMware's fiscal year 2020, which ends January 31, 2020.

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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."

Earnings this week : Aug 19 - 23, 19 (wk 34)

Monday (Aug 19)

• Morning: EL  QIWI  SINA  WB
• Afternoon: BIDU FN IQ

Tuesday (Aug 20)
Morning: CMCM HD KSS MDT MSG PINC PLAB PPDF SDRL SE SFL TJX

• Afternoon: AMCR CREE JKHY LZB NDSN SCSC TOL URBN

Wednesday (Aug 21)

• Morning: ADI BZUN KLXE LOW MSGN PLCE   PDD  RY TGT VIOT
• Afternoon: HTHT JWN KEYS LB PSTG QADA SNPS  SPLK WUBA ZAYO

Thursday (Aug 22)

• Morning: BJ CM DKS FLWS FLY GSX  HMLP HRL TTC
• Afternoon: ATGE CRM GPS HPQ INTU ROST VMW

Friday (Aug 23) 

• Morning: BKE  FL HIBB

Notable earnings reports:

• Baidu (NASDAQ:BIDU) and Estee Lauder (NYSE:EL) on August 19; 
• Home Depot (HD), TJX Companies (NYSE:TJX), Toll Brothers (NYSE:TOL), Urban Outfitters (NASDAQ:URBN) and Kohl's (NYSE:KSS) on August 20; 
• Splunk (NASDAQ:SPLK), Target (NYSE:TGT), Nordstrom (NYSE:JWN), Lowe's (LOW) and Analog Devices (NASDAQ:ADI) on August 21; 
• Salesforce.com (NYSE:CRM), VMWare (NYSE:VMW), HP Inc. (NYSE:HPQ), Gap (NYSE:GPS) and Dick's Sporting Goods (NYSE:DKS) on August 22; 
• Foot Locker (NYSE:FL) on August 23.

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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VMware (VMW) reported earnings on Mon 18 Jul 2016 (a/h)

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VMware beats by $0.01, reports revs in-line; will guide on CC at 17:00 ET:

• Reports Q2 (Jun) earnings of $0.97 per share, excluding non-recurring items, $0.01 better thanthe Capital IQ Consensus of $0.96; revenues rose 11.3% year/year to $1.69 bln vs the $1.68 bln Capital IQ Consensus. 
• License revenues for the second quarter were $644 million, an increase of 1% from the second quarter of 2015.
• Operating cash flows for the second quarter were $577 million. Free cash flows for the quarter were $539 million.

VMW — is it a buy?

• July 8:  Is VMW a buy?

• 10 days later

VMware (VMW) reported earnings on Tue 19 Apr 2016 (a/h)

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• VMware (VMW 56.00, +4.54): +8.8% following the company reporting a bottom-line beat and authorizing a $1.2 billion share repurchase in 2016

VMware (VMW) reported 4Q earnings on Tue 26 Jan 2016 (a/h)

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VMware beats by $0.01, reports revs in-line; CFO/COO Chadwick leaves the company :

• Reports Q4 (Dec) earnings of $1.26 per share, excluding non-recurring items, $0.01 better than the Capital IQ Consensus of $1.25; revenues rose 9.7% year/year to $1.87 bln vs the $1.85 bln Capital IQ Consensus
• License revenues for the fourth quarter were $825 million, an increase of 6% from the fourth quarter of 2014, or up 11% year-over-year on a constant currency basis
• In addition, Jonathan Chadwick, VMware's chief financial officer, chief operating officer and executive vice president, has decided to leave VMware and expand his advisory roles, working with a number of companies as a non-executive board member. VMware has appointed Zane Rowe as the company's new chief financial officer and executive vice president
• Rowe brings a wealth of executive experience from prior leadership roles at Apple, United Airlines, Continental Airlines and most recently as CFO of EMC. Rowe will assume the CFO role on March 1, 2016.